EURO DISNEY S C A - EUDSF Annual and Transition Report (foreign private issuer) (20-F) ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

• Federico J. Gonzalez , Vice President – Marketing, was appointed to this position in the fall of 2004. For nearly 16 years, he occupied a number of different positions within the Procter & Gamble group, starting as Brand Manager (Spain), followed by three years at the group’s European headquarters in Brussels and two years as Director of Marketing for the Northern Europe region, before being promoted to General Manager (Portugal).

• François Pinon , Vice President and General Counsel, was appointed in April 1, 2004. From 1989 to 1995, he worked at Euro Disney. In 1995, he joined Solidere, a Lebanese company in charge of Beirut reconstruction, as Senior Counsel. In 1997, he became General Counsel of EDS France. He returned to Euro Disney in 2000 as Deputy Legal Counsel.

• Norbert Stiekema , Vice President – Sales and Distribution, was appointed to this position in March 2004. He spent the most part of his professional life at the Dutch airline company KLM as Director General of Germany. Prior to that, he occupied various posts for that company in France, Holland and Italy.

B. COMPENSATION

Aggregate compensation paid by the Group to the members of the Board of Directors and the officers of the Management Company as a group (including the executive officers and Board members mentioned in above Section A “Directors and Senior Management”, provided they held the same positions last year or who were directors and/or officers of the Management Company for all or part of fiscal year 2004) was approximately € 4.0 million in fiscal year 2004, € 4.4 in fiscal year 2003 and € 2.8 in fiscal year 2002, excluding stock options. Included in these amounts are welcome and departure packages, which totaled approximately € 0.2 million, during fiscal year 2004. Officers of the Management Company and certain other management employees are eligible for participation in the Group’s discretionary bonus programs at varying levels. The aggregate amount set aside or accrued by the Group to provide pension, retirement or similar benefits for the same executive officers and directors in respect of fiscal year 2004 was € 0.3 million. As of September 30, 2004, these same officers held together a total of 1.9 million Euro Disney S.C.A. stock options. The Group bears the cost of all compensation paid to the executive officers of the Management Company.

The aggregate compensation paid by the Group to members of the Supervisory Board during fiscal year 2004 was € 106,755. Compensation paid to each member is proportional to attendance at meetings. The individual compensation paid to each member of the Supervisory Board is provided below in Item 10 “Additional Information” — Section B.2 “The Supervisory Board”.

In accordance with the disclosure requirements in France, the Group reported no fiscal year 2004 stock option transactions with members of the Board of Directors and Executive Officers of the Management Company.

C. BOARD PRACTICES

See discussion below in Item 10 “Additional Information” — Section B.2 “The Supervisory Board”.

D. EMPLOYEES

See discussion above in Item 4 “Information on the Company” — Section A.5 - “Human Resource Management”.

E. SHARE OWNERSHIP

No member of the Board of Directors or executive officers of the Management Company ( Gérant ) and no members of the Supervisory Board beneficially own 1% or more of the shares of the Company, either directly or potentially through the exercise of stock options.

ITEM 7 . MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

Set forth below as of September 30, 2004, are the number of shares of common stock and percentages owned by each person that is known to the Company to own more than 5% of the outstanding shares of the Company’s common stock:

Title of Class	Identity of Person or Group	Amount Owned	Percent of Class ⁽¹⁾

Common Stock	EDL Holding Company ⁽²⁾	439.3 million shares	40.6	%

Common Stock	Kingdom 5-KR-135 Ltd. ⁽³⁾	172.5 million shares	15.9	%

⁽¹⁾ Based on 1,082,680,292 shares of common stock outstanding as of September 30, 2004.

⁽²⁾ EDL Holding Company is an indirect wholly-owned subsidiary of The Walt Disney Company.

⁽³⁾ A company whose shares are held by trusts for the benefit of HRH Prince Alwaleed and his family.

In connection with the Financial Restructuring, The Walt Disney Company has agreed, so long as certain indebtedness is outstanding to the Group’s major creditors, to hold at least 16.67% of the Company’s common stock until 2016. In connection with the financing of Walt Disney Studios Park, The Walt Disney Company has committed to the CDC to hold at least 16.67% of the Company’s common stock until 2027. See also Item 4 “Information on the Company” — Section A.6.3 - “Undertakings and Agreements with The Walt Disney Company and Subsidiaries” and Section C “Organizational Structure” and Item 10 “Additional Information” Section B - “Memorandum and Articles of Association”.

As of September 30, 2004, the total number of shares of common stock held by the executive officers and members of the supervisory board as a group was, to the Group’s knowledge, 10,103 shares.

B. RELATED - PARTY TRANSACTIONS

During the three years ending September 30, 2004, the following amounts were incurred under related party transactions with The Walt Disney Company and its subsidiaries (See in Item 4 “Information on the Company” —Section A.6.3 - “Undertakings and Agreements with The Walt Disney Company and Subsidiaries” and Item 10 “Additional Information” — Section B.1 “The Management Company (the Gérant )” for a full description of these contracts and agreements):

(€ in millions)	2004	2003	2002
Development Agreement	26.2	30.6	92.4
License Agreement ⁽¹⁾	47.2	5.6	24.0
Management Fees ⁽¹⁾	10.5	2.5	11.5

⁽¹⁾ See Note 19-b to the Consolidated Financial Statements in Item 17 – “Financial Statements”.

On March 28, 2003, the Group entered into agreements with the Management Company and The Walt Disney (Netherlands) B.V. to pay management fees and royalties on a fiscal year-end basis rather than quarterly for the second, third and fourth quarters of fiscal year 2003 and for all of fiscal year 2004. In addition, with respect to the last three quarters of fiscal year 2003, the combined royalties and management fees will not exceed the maximum amount that could be paid by the Company while maintaining compliance with the gross operating income covenant under certain of the Company’s debt agreements. Any portion of the royalties or management fees not paid in respect of fiscal year 2003 as a result of the foregoing may in the future become payable if and to the extent that income before lease and net financial charges excluding depreciation and amortization for any year from fiscal year 2004 through fiscal 2008 exceeds € 450 million.

The terms of management compensation and the License Agreement will be amended in the context of the Restructuring. See Item 5 “Operating and Financial Review and Prospects” – Section F “2004 Financial Restructuring”

C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.