Let your figures make sense!

Knowing Us Better…

1. 2. 3. 4. 5. 6. 7. 8.

Who We Are: Our Skills Appraisals Litigation Support Consultancy Auditing and Related Activities Sector by Sector: Our Competencies Involvement in Professional Organizations Our Team

2

1. Who We Are: Our Skills

Ledouble serves the needs of decision-makers, not only for statutory audits but also whenever they are faced with situations requiring the services of independent experts or consultants. The firm is especially recognized for its technical sophistication in dealing with complex issues. We operate in a number of different areas, around three main themes : - Assessing financial and intangible assets

- Providing assistance in the event of financial or business disputes - Statutory auditing and related activities Ledouble has a highly skilled staff specializing in auditing, accounting and financial engineering. Each of our staff members has developed sector-specific skills alongside specialist professional skills. As a result of this double specialization, we are able to call upon a team of professionals fit to deal with the specific issues liable to arise during our engagements.

3

2. Appraisals Mergers and Acquisitions Auditing Purpose of Assignment Contribution and merger audits are essentially concerned with the protection of shareholders’ interests in all financial transactions carried out in securities instead of cash. Ledouble Partners or the firm Ledouble as such are frequently appointed by Commercial or District Courts (Tribunal de Commerce or Tribunal de Grande Instance) to attest to the fairness of a merger/demerger or to determine the value of a contribution or of specific rights. Since the Warsmann Law of March 22nd, 2012, Ledouble Partners or the firm Ledouble as such can also be appointed by the unanimous decision of the shareholders or partners if they are in agreement on their appointment as contribution and merger auditors (commissaires aux apports et à la fusion).

Examples of Assignments of a Public Nature -

Acquisition of SFR by Numericable Cross border merger between Klepierre and Corio Valuation of Suez Environnement and Agbar for the contribution of Agbar shares held by Caixa Reorganization of the Courtepaille group Assessments in the Biotech sector : Eos Imaging, Stentys, Qiagen Merger between Korian and Medica Contribution by Bolloré of Direct 8 and Direct Star to Vivendi Restructuring of Paris-Orléans / Rothschild group Setting-up of the Veolia-Transdev group Setting-up of Amundi Setting-up of BPCE Merger of GDF-Suez Merger of Canal+ and TPS Merger of BNP Paribas and Fortis Setting-up of Areva Setting-up of Vivendi Universal

Examples of Recent Assignments -

Cross-border merger in an insurance group between the English subsidiary and the French subsidiary (€ 1.7 bn) Intragroup restructuring as part of business reorganizations (telephony, industry) Partial contributions in securities (€ 6.9 bn) as part of a reorganization of a listed group dealing with wines and spirits Appraisal of the special rights granted to shareholders under the acquisition of an industrial logistics provider (€ 800 m) Appraisal of the special rights granted to shareholders in a real estate group under an acquisition of holdings (€ 30 m) Appraisal of the special rights to be granted by an investment trust to the former « commandité », when transforming a « société en commandite par actions » in « société par actions simplifiée »

4

Fairness Opinions Market Transactions AMF regulation imposes that a fairness opinion be issued whenever the interests of minority shareholders may be undermined in public offers. Ledouble is one of the leading players in this subject, and is a member of the Association Professionnelle des Experts Indépendants (APEI, Professional Association of Independent Experts), which is recognized by the AMF. Olivier Cretté, a Ledouble Partner, is a member of the APEI Steering Committee.

Article R3332-27 of the Labour Code Under Article R3332-27 of the French Labour Code, we are called upon to act as independent experts to report on the method of evaluating debt instruments subscribed by mutual funds.

Recent Assignments -

CeGeREAL: Simplified public tender offer LeGuide.com: Public buyback offer followed by a squeeze-out Latécoère: Reserved capital increase Norbert Dentressangle: Simplified public tender offer followed by a squeezeout Linedata Services: Simplified public tender offer and share repurchase tender offer Euro Disney SCA: Simplified public tender offer Euro Disney SCA: Reserved capital increases SIIC de Paris: Simplified public tender offer followed by a squeeze-out Bull: Public tender offer Global Graphics: Transfer of the head office to the UK SAM: Public tender offer Etam: Simplified public tender offer Tesfran: Simplified public tender offer Sical: Public buy-back offer Monceau Fleurs Group: Simplified public tender offer Auto Escape: Public buy-back offer followed by a squeeze-out Klémurs: Simplified public tender offer Foncière Sépric: Simplified mixed public tender offer and simplified public tender offer Elixens: Simplified public tender offer Orchestra Kazibao: Public repurchase offer LeGuide.Com: Public tender offer Xiring: Simplified public tender offer

. Independent expertise within the context of issues of negotiable certificates of deposit (NCD) and medium-term notes (MTN) made by various funds of a listed banking group . Valuation of securities as part of the setting-up of free share award and stockoption schemes.

5

Appraisals Ledouble quoted as « Excellent » by Décideurs – Stratégie Finance Droit in its ranking 2015 of advisors in financial valuation - LBOs Valuation of Enterprises and Intangibles

Recent Assignments

Ledouble regularly works on matters concerning evaluating companies of all different sizes, from SMEs (small and midsize businesses) to multinational groups, in a range of business sectors (industry, services, financial), as well as evaluating intangible assets (trademarks, patents, know-how…).

-

Valuation of hypermarkets within an independent retailer (turnover = € 35m) and a cooperative group (turnover = € 570m)

-

Valuation of the trademark of a catering € 120m / total assets = € 213m)

-

Assignment to evaluate a family industrial group (departure of the “older generation”, withdrawal of some parties): financial and fiscal challenges (turnover = € 460m / total assets = € 530m)

A specific approach has been set up for the valuation of shares with special rights (multiple voting rights, statutory dividends, shares divided between bare ownership and usufruct...).

-

Valuation of a technology consultancy company (turnover = € 12.5m)

-

Assignment to evaluate every year a logistics provider within the context of employee share ownership (turnover = € 800m / total assets = € 359m)

-

Assessment of assets held for diversification purposes, in an industrial group, before an anticipated sale and contribution (= € 10bn.)

-

Preferred shares valuation

-

Valuation of profit sharing instruments (warrants, preference shares) as part of management packages

-

Valuation of hybrid financial instruments (convertible securities, equity redeemable bonds, warrants,…)

-

Valuation of derivatives

group (turnover =

Valuation of Financial Instruments Ledouble has developed some valuation tools for optional products (stock and interest rate options) and is regularly involved in evaluating management packages and complex financial instruments.

debt

6

3. Litigation Support A Wide Area of Intervention Financial and accounting disputes have become everyday events for financial directors. Lawyers need experts in these fields who can explain the true extent of the dispute and provide them with the technical arguments they need. Ledouble has been involved in a number of financial assignments over the past years, with regard to: - the appraisal of damages and opportunity losses - disputes needing financial calculations, implementation of price adjustment clauses

or

- disputes relating to business valuations - commercial disputes on long-term agreements - disputes relating to unfair competition - disputes calling into question the third-party liability of accounting professionals - disputes relating to the interpretation of accounting standards, particularly IFRS - disputes in the computation of employees’ share profit package (“participation”)

Examples of Recent Assignments - Prejudice assessment, for example within the context of unfair competition matters - Appointment as expert within the context of the application of IFRS standards - Appointment as expert in the determination of the share price of a utilities company where the minority shareholders exercised their option to sell their shares - Appointment as expert in the pricing of the minority shareholding of a biotechnology company - Assignment to help a travel group in a dispute relating to the valuation of a transferred company, in the sector of renewable energy - Report on the financial situation of an industrial group following a judgement of the Competition Council - Valuation of an opportunity lost within the context of the transfer of social commitments

- Analysis of the transfer price in a tax procedure - Calculating the employees’ share profit package

7

Alternative Dispute Resolution Articles 1592 et 1843-4 of the French Civil Code Agnès Piniot and Ledouble Partners are often appointed as experts in accordance with articles 1592 or 1843-4 of the French Civil Code, in order to establish the price of a transaction in securities, or as arbitrators. Agnès Piniot is an expert in finance at the Court of Appeal of Paris.

Mediation, Conciliation and Arbitration Ledouble Partners are regularly appointed as mediators, conciliators or arbitrators in financial disputes (liability guarantees, earn-out clauses, evolution of long-term contracts, exit from shareholders’ agreements…) or accounting disputes. They have also been appointed as liquidators in some financial cases.

8

4. Consultancy Recognized Skills and Competencies The complexity of accounting rules means that enterprises have to consult experts whenever the accounting treatment of a transaction is a significant challenge. Known for its understanding of situations and its diligence, Ledouble has been a consultant in a number of significant financial transactions.  Application of IFRS standards Ledouble facilitates the application of IFRS standards, particularly: execution of impairment tests, valuation of optional instruments, and non current assets held for sale and discontinued operations under IFRS 5.  Application of accounting principles Ledouble is often consulted on the application of accounting principles.  Financial analysis Ledouble carries out economic and financial analyses, particularly in the case of disputes or “social plans”.  Share profits plans Ledouble examines calculations regarding share profits plans.

9

5. Our Accountancy Experience Auditing and Related Activities Auditing Ledouble carries out its audit assignments in compliance with the rules issued by the H3C (Haut Conseil du Commissariat aux Comptes, auditing oversight body). It complies with regulatory requirements with regard to the quality control of its work and continuing technical training. Due diligence Ledouble carries out due diligence on companies operating in its sectors of experience.

10

6. Sector by Sector: Our Competencies Due to the variety of competencies to be found in the firm, Ledouble is able to cover many economic sectors. The firm’s competence is particularly recognized in: - Real estate - Audiovisual

- Telecom - Utilities - Health: mutual societies, pharmaceutical labs - Finance: insurance and reinsurance, banks, brokers - Retail - Non-profit sector

11

7. Involvement in Professional Organizations Ledouble Partners are actively involved in discussions held in professional institutions in order to be ahead of conditions which could bring changes to their activity. They take part in: - Professional accounting institutions (Ordre des Experts-Comptables, Fédération Française des Experts en Evaluation, Compagnie Nationale des Commissaires aux comptes) - Bodies focused on valuation (Association Professionnelle des Experts Indépendants, Société Française des Evaluateurs)

- Associations related to business law (Droit et Commerce, arbitration courts) Ledouble Partners are invited as lecturers at various universities.

12

8. Our Team Agnès Piniot, Partner, President

[email protected]

Holder of the MSTCF from Paris IX-Dauphine, Chartered Accountant and Statutory Auditor, Expert at the Court of Appeal of Paris. Agnès Piniot speaks English. Professional experience Agnès Piniot started her career at Salustro-Reydel (now KPMG). Audit Manager in 1992, she was closely involved in the audit of listed groups and capital contribution/merger operations. In 1995, she set up her own firm which, in addition to activities aimed at SMEs and contribution and merger audit engagements, worked with CDL (now Ledouble). She became a partner at Ledouble in 2008. Over the course of her career, she has worked on a wide range of audit engagements: statutory audits, internal audits, public accounting, capital contribution/merger auditing, valuation assessments, assistance to lawyers in connection with financial disputes. Her areas of specialist expertise include corporate groups and holding companies, industrial activities, the audiovisual sector and services. Public activities Agnès Piniot is a member of the CNI (National Tax Commission, Commission Nationale des Impôts), the APEI (Professional Association of Independent Experts, Association Professionnelle des Experts Indépendants), the SFEV (French Society of Valuation Experts, Société Française des Evaluateurs), the Valuation Commission of the CNCC (France’s National Company of Statutory Auditors, Compagnie Nationale des Commissaires aux Comptes), the DFCG (National Association of Finance and Financial Control Directors, association nationale des Directeurs Financiers et de Contrôle de Gestion) and “Droit et Commerce”. Agnès Piniot was deputy rapporteur as part of the National Activity Review (from 1996 to 2006) of the CNCC. 13

8. Our Team Laure Coutelle, Partner

[email protected]

Graduate of Audencia and holder of a Certificate of Aptitude as a Statutory Auditor. Laure Coutelle speaks English and Spanish.

Laure Coutelle joined Ledouble in 2009, after a working for over 17 years at Salustro-Reydel (now KPMG). She has acquired solid experience in the area of financial audits and, as a result of the numerous clients with which she has worked, has developed a wide range of technical and sector-specific skills (contribution and merger auditing, fairness opinions, in particular in the services and industry sectors). She is also responsible for auditing public-interest entities (mutual societies, fund-raising organizations, endowment funds). She also specializes in company assessment.

14

8. Our Team Olivier Cretté, Partner

[email protected]

Graduate of the EM Lyon Business School, Doctor of Management Science, Chartered Accountant and Statutory Auditor. Olivier Cretté speaks English and is bilingual French/German. Professional experience After having started his career in Germany, Olivier Cretté joined Salustro-Reydel (now KPMG) where, between 1988 and 1998, he was responsible for legal audits and acquisition audits. He subsequently specialized in corporate assessment, fairness opinions, contribution and merger auditing and arbitration. His sectors of experience are retail, agro-foods and industry. He became a partner at Ledouble in 2008. Public activities Member of the Commission for Professional Standards at the CNCC (France’s National Company of Statutory Auditors, Compagnie Nationale des Commissaires aux Comptes), the Steering Committee of the APEI (Professional Association of Independent Experts, Association Professionnelle des Experts Indépendants), the SFEV (French Society of Valuation Experts, Société Française des Evaluateurs) and the DFCG (National Association of Finance and Financial Control Directors, association nationale des Directeurs Financiers et de Contrôle de Gestion). Olivier Cretté is an Associate Professor at the Conservatoire National des Arts et Métiers, and lecturer at the Paris Institut d’Administration des Entreprises, Paris IX-Dauphine and SciencesPo (valuation, audit and accounting review, comparative accounting, IFRS). His research activities relate to IFRS and Corporate Social Responsibility.

15

8. Our Team Sébastien Sancho, Partner

[email protected]

Holder of a “Corporate Finance and Financial Engineering” Master 225 (Paris IX-Dauphine) and an “Islamic Finance Qualification”, Chartered Accountant and Statutory Auditor. Sébastien Sancho speaks English.

Professional experience Sébastien Sancho joined Ledouble as Manager after having gained experience in auditing and transactions consultancy (acquisitions, transfers) in an international firm. His main area of expertise is fairness opinions, financial assessments (shares, options, debt instruments), and contribution/merger & acquisition auditing in the industrial, banking and insurance sectors. He also carries out valuations of brands and management packages. Public activities Sébastien Sancho is a member of the APEI (Professional Association of Independent Experts, Association Professionnelle des Experts Indépendants), the SFEV (French Society of Valuation Experts, Société Française des Evaluateurs) and the DFCG (National Association of Finance and Financial Control Directors, association nationale des Directeurs Financiers et de Contrôle de Gestion).

16

8. Our Team Dominique Ledouble, Senior Counsel, Founder

[email protected]

Graduate from the HEC, Doctor in Law, Chartered Accountant and Statutory Auditor. Dominique Ledouble speaks English and German.

Professional experience

Dominique Ledouble served as Technical Director and Secretary General of the National Council of the French Institute of Chartered Accountants (1975-1982). He became Director of Development at KPMG Fiduciaire de France in 1982 and Managing Partner of Salustro-Reydel in 1986. In 1993 he founded CDL, a firm specializing in accounting and financial consultancy services, which became Ledouble in 2008. Over the course of his professional career, he has been involved in a wide range of engagements: statutory audits and acquisition audits, contribution/merger audits, expert fairness assessments and opinions, as well as consultancy services in the areas of accountancy, arbitration and mediation. His areas of specialist expertise include utilities, communications, real estate and financial services. Public activities Dominique Ledouble was Chairman of the French Institute of Chartered Accountants (Conseil Supérieur de l’Ordre des Experts-Comptables) from 1998 to 2001. He is Honorary President as Founder of the APEI (Professional Association of Independent Experts, Association Professionnelle des Experts Indépendants), and President of the FFEE (French Federation of Valuation Experts, Fédération Française des Experts en Evaluation). Author of numerous articles published in legal and accounting journals, he was Associate Professor at the Conservatoire National des Arts et Métiers and lecturer at SciencesPo Paris.

17

8. Our Team Staff Members Our staff members are experienced professionals who have been trained in audit and finance. They are regularly involved in valuation or financial analysis engagements. They also have a recognized track-record in the fields of audit and accounting principles.

18

15 rue d’Astorg 75008 Paris tél : 01 43 12 84 85 fax : 01 43 12 84 86 Email : [email protected]