PRESS RELEASE NO. 2/2015

Transcription

1 C PRESS RELEASE NO. 2/2015 Geneva, 13 March results: - Economic operating income stood at CHF million, compared with CHF million in This figure includes the non-cash impact of the derivative financial instruments embedded in the exchangeable and convertible bonds issued by GBL being marked to market, for a net amount of CHF 6.3 million ( CHF 82.6 million in 2013). Excluding this non-cash impact, economic operating profit was CHF million (CHF million in 2013), thanks in particular to the strong performance of the private-equity activities in 2014 as a result of disposals. - Net profit came in at CHF million, compared with CHF million in This includes at the level of Pargesa (CHF million) the capital gain generated from GBL's sale of 0.6% of Total's share capital in It also includes at the level of Pargesa (CHF 74.7 million) the net amount recorded by GBL in Q2 following the delivery by GBL of Suez Environnement shares to bondholders who exercised their exchange rights early. Net profit in 2013 included at the level of Pargesa (CHF 146 million) the capital gain generated from GBL's sale of 0.3% of Total's share capital. Dividend proposal: In light of the recent trend in the Swiss franc against the euro, the currency in which Pargesa receives its dividend from GBL, the proposed dividend is CHF 2.27 per share. This represents a decrease of 14%, in line with the average rise in the Swiss franc since 15 January The Board of Directors of Pargesa Holding SA, chaired by Paul Desmarais Jr, approved the accounts for the 2014 financial year. They will be submitted to the Annual General Meeting to be held on 5 May 2015 in Geneva. The organisation chart below shows the Group's structure at 31 December 2014, which was composed primarily of six shareholdings: Imerys, Lafarge, Total, GDF Suez, Pernod Ricard and SGS. Pargesa 50.0% (1) GBL 56.5% 21.1% 3.0% 2.4% 7.5% 15.0% Imerys Lafarge Total GDF Suez Pernod Ricard SGS Shareholdings are expressed as a % of capital (1) 52.0% of voting rights 1/9

2 1. Highlights of 2014 and early 2015 The Group s portfolio On 7 April 2014, Holcim and Lafarge announced their intention to combine their companies through a merger between equals, unanimously approved by their respective Boards of Directors and which could create the most advanced group in the building materials industry. This operation could lead to enhanced performance through incremental synergies totalling more than EUR 1.4 billion on a full run-rate basis phased in over three years with one third in year one. As Lafarge's largest shareholder, GBL, with a 21.1% shareholding, supports this merger and has committed to contribute all its Lafarge shares to the public exchange offer, which will be initiated by Holcim after the regulatory authorisations have been received. GBL would hold a shareholding of around 10% in the new entity. The financial and accounting impacts resulting from this transaction will be determined as it progresses. It should be noted that, at 31 December 2014, GBL recognised no impact related to the change in the accounting treatment of its investment in Lafarge. Key phases have been achieved with regards to the proposed merger since the beginning of 2015: the announcement of the composition of the new entity s Executive Committee, the clearance in phase 1 investigation from the European Commission and entering into exclusive negotiations further to a binding commitment made by CRH regarding the sale of the assets for EUR 6.5 billion. Lafarge's management confirmed that the proposed merger should be finalised in the first half of In mid-june, Pargesa Netherlands BV paid CHF million to redeem the remaining convertible bonds in circulation. The redemption was financed out of available cash. During 2014, GBL sold a further 14.0 million Total shares, representing approximately 0.6% of the company s capital, for total proceeds of EUR 650 million. Since the beginning of 2015, GBL has sold an additional 1.8 million Total shares, generating a gain of EUR 42 million, or approximately CHF 30 million at the level of Pargesa. GBL now holds 2.9% of Total's capital, which remains one of the Group's largest holdings, representing a market value of EUR 3 billion. In Q2 2014, GBL received early conversion requests for some of the bonds exchangeable for Suez Environnement shares maturing in September 2015 for a total par value of EUR 342 million. GBL therefore delivered 29.9 million Suez Environnement shares before payment of the Suez Environnement dividend. The conversions reduced debt by the amount of the converted par value (i.e. EUR 342 million), the initial amount issued being EUR 401 million, and generated a gain on the Suez Environnement shares delivered. GBL's holding in Suez Environnement's share capital was reduced from 7.2% at end-2013 to 1.1% at end The transaction generated a capital gain of CHF 88.9 million for Pargesa (excluding an historical exchangerate gain of CHF 40.5 million). CHF 34.2 million of this amount was recorded as non-operating income, while the remaining CHF 54.7 million was recorded as operating income in order to offset the corresponding charges in the same amount that were recognised over previous periods and related to changes in the market value of the derivative instruments implicitly embedded in the exchangeable bonds. In terms of incubator-type investments, GBL continued to acquire Umicore shares; at 6 March 2015, GBL held 13.0% of Umicore's capital (versus 12.4% at end-2014) worth EUR 569 million. Within GBL's Financial Pillar, which has been brought together under Sienna Capital, Ergon Capital Partners II (ECP II) disposed of its holding in Zellbios, a leader in the production of active pharmaceutical ingredients. At the end of October 2014, ECP II and the Sagard II fund, in which Pargesa is also an investor, finalised the sale of their holding in Corialis, a leading manufacturer of insulating and lacquered profiles in aluminium for doors, windows and verandas. These disposals generated a total gain of CHF 51.1 million for Pargesa. In Q4 2014, Sienna Capital committed EUR 75 million to the Mérieux Développement investment vehicles, which specialise in growth capital and venture capital in the health-care sector. Finally, in accordance with its investment strategy, Kartesia had invested more than EUR 100 million in some ten transactions at 31 December /9

3 On 5 November 2014, Imerys announced that it was acquiring the main industrial minerals activities (most notably bentonite) of Greek group S&B. The transaction was completed on 26 February The acquisition price was determined on the basis of an equity value of EUR 525 million for all shares, plus an additional performance-related amount not to exceed EUR 33 million. The acquisition was partially paid in Imerys shares issued to the Kyriacopoulos family, the founding shareholder of S&B, who now owns 4.7% of Imerys' capital. GBL s holding has therefore been slightly diluted, from 56.5% at end-2014 to 53.8%. The Kyriacopoulos family and GBL entered into a shareholders agreement (with no intent to act in concert), under which the appointment of Ulysses Kyriacopoulos to the Imerys Board of Directors would be proposed at the next Annual General Meeting. In Q1 2015, GBL continued to expand its portfolio of incubator investments, acquiring for EUR 129 million a 7.4% stake in the capital of listed Belgian group Ontex, a leading global provider of disposable hygiene products. Dividend On 15 January 2015, the Swiss National Bank announced that it was removing its floor rate of CHF 1.20 per euro. This action caused the Swiss franc to rise suddenly and sharply against the euro, at an average of 14% since the announcement. As a result, and given the uncertainty surrounding the future trend in the EUR/CHF exchange rate, the Board of Directors of Pargesa, which receives all its dividends through GBL and therefore in euros, will propose a 2014 dividend of CHF 2.27 per bearer share, compared with CHF 2.64 for the previous year. This decrease is in line with the exchange-rate trend. In euro terms, however, the dividend is stable. Company organisation On 2 February 2015, Albert Fre re, Vice Chairman of the Board of Directors and Executive Director, and a Board member since 1981, informed the Board of Directors that he would not seek another term as Director at the Annual General Meeting on 5 May Mr Fre re also announced that he would not seek another term as Director at GBL's Annual General Meeting on 28 April 2015 and would therefore step down as CEO as of that date. Speaking for himself, the Pargesa Board of Directors and the company as a whole, Paul Desmarais Jr, Chairman of the Board of Directors and Executive Director, thanked Albert Fre re for the invaluable contribution he has made to the Group s success. Following the Annual General Meeting on 5 May 2015 and subject to his re-election, Ge rald Fre re, Vice Chairman of the Board of Directors since 2002 and a member of the Board since 1992, will replace Albert Fre re as Executive Director. 2. Group shareholdings For Imerys, a world leader in mineral specialties for industry, the economic environment in 2014 varied widely by region. The US economy was even more buoyant than in the previous year. Activity in Northern Europe and Germany, which had shown some improvement since the end of 2013, slowed down in H2. In France, the fall in housing starts continued to weigh on new construction. Trends also differed sharply in emerging markets, with an upturn in activity in India but slower growth in China and Brazil. As mentioned above, Imerys announced on 5 November 2014 that it was acquiring the main activities of S&B, a strategic move for the group. Income from current operations was up 3.7% to EUR million. The operating margin was 13.4% for the year, compared with 12.9% in The group's share of net current income rose 4.0% to EUR million. The Group's share of net income was EUR million, compared with EUR million in 2013, with net restructuring costs and writedowns partially offset by gains and the net amount of termination fees stipulated in the Amcol acquisition contract (for a net amount of EUR 44.7 million). In 2013, the impact of non-recurring items was EUR 62.2 million. At the Annual General Meeting, the Imerys Board of Directors will propose a dividend of EUR 1.65 per share, a rise of 3.1%. At 31 December 2014, GBL held 56.5% of Imerys' share capital and 71.9% of its voting rights. 3/9

4 In 2014, Lafarge, a world leader in building materials (cement, aggregates and concrete), continued to focus on its customers, promote innovation and reshape its portfolio to concentrate on fast growing market segments. Lafarge also completed its cost reduction and innovation objectives a full year ahead of schedule. On a like-for-like basis, cement volumes were up 4% for the year thanks to continued growth in most emerging markets and the United States. Lafarge recorded a 2% drop in sales in 2014, to EUR 12.8 billion. On a like-for-like basis, however, sales were up 3%. Current operating income fell 3% to EUR million but grew 7% on a like-for-like basis. The group's share of net income was EUR 143 million, compared with EUR 601 million in The 2014 figure was affected by one-off charges, including asset impairments (EUR 385 million) and costs relating to the merger (EUR 126 million). Net debt stood at EUR 9.3 billion at end-2014, compared with EUR 9.8 billion at end A dividend of EUR 1.27 per share, adjusted for the dividend that Holcim is to pay its shareholders before the merger, will be proposed at the Annual General Meeting. At 31 December 2014, GBL held 21.1% of Lafarge's share capital and 29.3% of its voting rights. Total, one of the leading international integrated oil groups, which now publishes its accounts in USD, saw oil prices fall dramatically in H2 2014, ending the year at USD 55 per barrel after a long period of stability around USD 110 per barrel. At the same time, the average selling price of gas was down 8% on In the downstream business, refining margins in Europe were USD 18.7/t on average, compared with USD 17.9/t in As a result, Total posted a year-on-year drop of 22% in operating income from business segments. The group's share of net income was USD 4.2 billion, compared with USD 11.2 billion in This 62% drop was a result of non-recurring items, primarily one-off impairments concerning oil sands and unconventional gas. Excluding non-recurring items, it was USD 12.8 billion, down 10% on the comparable 2013 figure. The dividend proposed at the Annual General Meeting of shareholders will be EUR 2.44 per share, an increase of 2.5% on that of At 31 December 2014, GBL held 3.0% of Total's share capital and 2.7% of its voting rights. GDF Suez, a leading global energy company, recorded revenues of EUR 74.7 billion in 2014, a year-on-year drop of 6.6% on a reported basis. This decrease was mainly due to the impact of weather conditions on sales of natural gas in France (2014 was particularly mild) and lower electricity market prices in Europe. Current operating income came in at EUR 7.2 billion in 2014, a drop of 6.6% on a reported basis, but representing organic growth of 8.2% after adjusting for the weather impact in France and the gas tariff recoup booked in The group's share of net income was EUR 2.4 billion, compared with a loss of EUR 9.6 billion in 2013, which was due to impairments on assets (EUR 9.1 billion) and on goodwill (EUR 5.8 billion). A dividend of EUR 1.00 per share, compared with EUR 1.50 for the year-earlier period, will be proposed at the Annual General Meeting. At 31 December 2014, GBL held 2.4% of the capital and voting rights of GDF Suez, representing for the most part underlying shares for the bonds exchangeable for GDF Suez shares issued in early Pernod Ricard, a leading world operator in wines and spirits, reported sales of EUR 7.9 billion for the 2013/2014 financial year ending on 30 June 2014, a drop of 7%. Excluding changes in scope and foreign exchange effects, sales were almost stable. Net profit from recurring operations was EUR million, a drop of 3% but a rise of 9% in organic terms. Sales for H1 2014/2015, which ended on 31 December 2014, were stable at EUR 4.6 billion, while net profit from recurring operations was up 1% to EUR 834 million. At 31 December 2014, GBL held 7.5% of Pernod Ricard's share capital and 6.9% of its voting rights. 4/9

5 SGS, a world leader in inspection, verification, testing and certification, recorded CHF 5.9 billion in revenues, a year-on-year rise of 0.9% on a reported basis or +5.4% on a constant currency basis. Adjusted operating income was up 2.6% to CHF 947 million on a constant currency basis, and the adjusted operating margin was 16.1%. CHF 607 million in free cash flow was generated in 2014, an increase of 2.7%. The dividend proposed at the Annual General Meeting of shareholders will be CHF 68 per share, an increase of 4.6% on that of At 31 December 2014, GBL held 15% of SGS's share capital and voting rights consolidated financial results 3.1. Presentation of results in accordance with IFRS The simplified income statement in accordance with IFRS is as follows: CHF millions Operating income 4' '882.7 Operating expenses (4'399.3) (4'459.0) Other income and expenses Operating profit 1' Dividends and interest from long-term investments Other financial income and expenses (229.1) (309.9) Taxes (147.5) (129.1) Income from associates and joint ventures Consolidated net profit (before minority interests) 1' Attributable to minority interests Attributable to Pargesa shareholders (Group share) Average number of shares in circulation (in thousands) 84'656 84'643 Basic earnings per share attributable to Pargesa shareholders (CHF) Average EUR/CHF exchange rate Operating income and expenses are primarily the revenues and operating expenses of Imerys, whose accounts are fully consolidated. Other income and expenses includes net capital gains and losses and impairments on Group shareholdings and operations. In 2014, this line item mainly represented the capital gain recorded on GBL's sale of 0.6% of Total's share capital, and the capital gain recorded by GBL in Q following the delivery of Suez Environnement shares to bondholders who exercised their right to exchange the bonds early. The dividends and interest from long-term investments item comprises the net dividends received by the Group from its non-consolidated investments, mainly dividends from Total, SGS, GDF Suez and Pernod Ricard. The other financial income and expenses and taxes items provide consolidated figures for Pargesa, GBL and Imerys. Other financial income and expenses include the non-cash impact of GBL's derivative financial instruments (mainly those implicitly embedded in convertible and exchangeable bonds) being marked to market. Income from associates and joint ventures represents the share of the consolidated net profit contributed by shareholdings accounted for in the Pargesa financial statements using the equity method. This item includes Lafarge's contribution. The item minority interests mainly relates to the share of income due to the minority shareholders of GBL and Imerys, these two companies being fully consolidated into the Pargesa Group financial statements. 5/9

6 3.2. Economic presentation of Pargesa s financial results In addition to the accounts drawn up in accordance with IFRS, Pargesa continues to publish an economic presentation of its results, in order to provide continuous information over the long term about the contribution of each of its major shareholdings to its results. IFRS require different accounting treatments depending on the Group s percentage holding in each of its investments (full integration of Imerys, equity method for Lafarge, with other Group holdings being booked as financial instruments), so this continuous view would be interrupted without this additional economic presentation of the Group s results. The economic presentation shows, in terms of the Group s share of results, the operating contribution of the main shareholdings to the consolidated income of Pargesa, together with the income from the operations of the holding companies (Pargesa and GBL), which now highlight in particular the income from private-equity activities and other investment funds (GBL's Financial Pillar, now combined under "Sienna Capital") and the impact of net financial income. The analysis also draws a distinction between the operating and non-operating items in the income, the non-operating part including net capital gains and losses in connection with disposals and any restructuring costs and impairment. According to this approach, the economic results for 2014 are as follows: CHF millions Operating contribution of the main shareholdings - Consolidated (Imerys) or equity-accounted (Lafarge): Imerys share of operating income Lafarge share of operating income Non-consolidated: Total net dividend SGS net dividend GDF Suez net dividend Pernod Ricard net dividend Suez Environnement net dividend Operating contribution of the main shareholdings per share (CHF) Contribution from private-equity activities and other funds 34.0 (4.5) Net financial income and expenses (33.2) (134.0) Other operating income from holding company activities General expenses and taxes (29.4) (28.4) Economic operating income per share (CHF) Non-operating income from consolidated or equity-accounted companies (51.6) (13.5) Non-operating income from holding company activities Net income per share (CHF) Average number of shares in circulation (thousands) 84'656 84'643 Average EUR/CHF exchange rate Consolidated and equity-accounted holdings: Imerys recorded net current income of EUR million in 2014, a rise of 4.0%. Net income stood at EUR million (after non-recurring items of EUR 44.7 million net of taxes, compared with EUR 62.2 million in 2013). Pargesa's share of Imerys' operating income, in Swiss francs, rose 3% to CHF million. Lafarge recorded net income of EUR 143 million in 2014, compared with EUR 601 million in This figure was affected by non-recurring items, mainly asset impairments and gains and losses on divestments, and by costs relating to the merger with Holcim. Pargesa's share of Lafarge's operating income, in Swiss-franc terms, was CHF 54.6 million, compared with CHF 71.8 million in /9

7 Non-consolidated holdings: The contributions from Total, SGS, GDF Suez, Suez Environnement and Pernod Ricard represent Pargesa's share of net dividends recorded by GBL from these companies. The contributions from these companies in 2014 reflect the impact of changes in the Group's portfolio and are not directly comparable to those recorded in previous years. Pargesa's share of Total dividends amounted to CHF 97.7 million in 2014, consisting of the final 2013 dividend (CHF 0.61 per share) and the first three instalments of the 2014 dividend (EUR 0.61 per share each). The decrease on the year-earlier amount of CHF million was due to GBL's sale of Total shares since October In Q2 2014, GDF Suez paid its final 2013 dividend (EUR 0.67 per share, unchanged amount). In H2 2014, it announced and paid the first instalment of the 2014 dividend, which amounted to EUR 0.50 per share, compared with EUR 0.83 per share in Pargesa's share came to CHF 34.4 million, with GDF Suez's contribution down compared with the year-earlier period as a result of GBL's sale of just over half of its stake in the company in H Suez Environnement paid its annual dividend of EUR 0.65 per share (unchanged amount) in Q2 2014, and Pargesa's share came in at CHF 1.8 million, compared with CHF 14.6 million in This decrease was due to the early conversion in May 2014 of 85% of the bonds exchangeable for Suez Environnement shares, which resulted in the delivery of 29.9 million Suez Environnement shares. Pargesa's share of Pernod Ricard dividends amounted to CHF 20.6 million in 2014, following the interim dividend of EUR 0.82 per share and the final dividend in the same amount. GBL's shareholding in SGS, which it acquired on 10 June 2013, contributed to Pargesa's financial results for the first time in 2014, with Pargesa's share of SGS's annual dividend of CHF 65 per share amounting to CHF 39.7 million. Contributions from private-equity activities and other investment funds include those from the funds Ergon Capital Partners (ECP), PAI, Sagard and Kartesia, primarily held by GBL (under its "Financial Pillar", which is now Sienna Capital), as well as general expenses relating to these funds (including management fees). The net contribution amounted to CHF 34.0 million in 2014, compared with CHF 4.5 million in Included in this figure is Pargesa s CHF 51.1 million share of the capital gain from the disposal of the stake in Zellbios, held by ECP II (GBL), and in Corialis, held by ECP II and by Sagard II fund, in which GBL and Pargesa are both investors. Net financial income and expenses includes interest income and expenses as well as other financial income and expenses. This item amounted to CHF 33.2 million in 2014, compared with CHF million in It includes GBL s marking to market, at the end of each period, of the derivative instruments implicitly embedded in the bonds exchangeable for Suez Environnement and GDF Suez shares or convertible into GBL shares. Pargesa s share of the marking to market of these implicitly embedded derivative instruments represented a net loss of CHF 61.0 million in 2014, compared with CHF 82.6 million in In 2014, the change in value of these derivative instruments was due mainly to the continued increase in the stock market price of the shares underlying the bonds exchangeable for shares, in a context of significant volatility in each quarter of The item also included a non-cash gain of +CHF 54.7 million, realised in the second quarter in connection with the early conversion of 85% of the bonds exchangeable for Suez Environnement shares; this figure represented the reversal of the total amount of the negative value adjustments recorded during previous periods on the derivatives attached to these bonds since the bonds were issued. The net accounting impact of the derivative instruments in 2014 thus amounted to CHF 6.3 million. As mentioned at end-2013 and throughout 2014, exchangeable and convertible bonds lead to accounting asymmetry and volatility in reported financial results throughout the bonds' lifetime. This is clearly illustrated in the figures for /9

8 The general expenses and taxes line item represents Pargesa's general expenses and taxes as well as its share of those of GBL. Non-operating income: Non-operating income from consolidated or equity-accounted shareholdings comprises Pargesa s share of the non-operating income of Imerys and Lafarge. The net amount of non-operating income from holding companies was CHF million, compared with CHF million in non-operating income mainly consisted of: Pargesa's CHF million share of the income from GBL's sale of 0.6% of the share capital of Total, including an historical exchange-rate gain of CHF 63.2 million for Pargesa. Pargesa's CHF 74.7 million share of the net gain (including an historical exchange-rate gain of CHF 40.5 million for Pargesa) recorded in Q on the delivery of 29.9 million Suez Environnement shares (5.8% of the share capital of Suez Environnement) to bondholders who exercised their exchange rights early. In 2013, non-operating income came in at CHF million and included Pargesa's CHF 50 million share of the capital gain recorded by GBL on the disposal of approximately 2.7% of GDF Suez's capital, which offset the impairment recorded by GBL in Q on its entire shareholding in GDF Suez. Pargesa's share of this impairment amounted to CHF 41.7 million. It also included Pargesa's CHF million share of the income from GBL's sale of 0.3% of the share capital of Total. 4. Adjusted net asset value Pargesa s flow-through adjusted net asset value was CHF per share at 31 December This figure is calculated on the basis of the current market values and exchange rates for the listed shareholdings, and on the book value of consolidated shareholders equity (or fair value for private-equity activities) and current exchange rates for unlisted investments. It is broken down as follows: Pargesa's flow-through adjusted net asset value at 31 December 2014 % of % of economic Share price Flow-through Weighting as a CHF millions capital interest and currency value % of total Lafarge 21.1% 10.6% EUR '115 24% Total 3.0% 1.5% EUR '835 21% Imerys 56.5% 28.3% EUR '572 18% SGS 15.0% 7.5% CHF 2'045 1'200 14% Pernod Ricard 7.5% 3.8% EUR '104 12% GDF Suez (1) 2.4% 1.2% EUR 18.3 (2) 602 6% Suez Environnement (1) 1.1% 0.6% EUR 11.5 (2) 35 1% Incubator 331 4% Financial Pillar 295 3% Total portfolio 9' % GBL treasury assets 258 3% Net cash (debt) (472) (5%) Adjusted net asset value 8' % per Pargesa share CHF EUR/CHF exchange rate (1) The percentages of capital provided for GDF Suez and Suez Environnement include shares held as treasury investments (0.1% for GDF Suez and 0.2% for Suez Environnement), representing dividends received in the form of shares in 2011 and (2) At 31 December 2014, the value of the shareholdings in GDF Suez and Suez Environnement was capped at the conversion prices for the exchangeable bonds (EUR and EUR respectively), which were lower than the share prices on that date. Pargesa s flow-through adjusted net asset value is published every week on the Pargesa website. It was CHF per share on 6 March /9

9 5. Proposals to the Annual General Meeting of 5 May Dividend At the Annual General Meeting, the Board of Directors will propose a 2014 dividend of CHF 2.27 per bearer share, for a total distribution of CHF million, to be paid on 11 May Re-election of Board members, and election of the Chairman of the Board and members of the Compensation Committee In accordance with the provisions of the Ordinance against excessive compensation in listed limited liability companies (known as ORAb ), the Annual General Meeting must annually elect the members of the Board of Directors (as well as the Chairman of the Board) and the Compensation Committee individually. As a result, the Board of Directors of Pargesa Holding SA will recommend that the following individuals be re-elected to the Board for a one-year term that will expire at the end of the 2016 Annual General Meeting: Paul Desmarais Jr (also as Chairman of the Board), Marc-Henri Chaudet, Bernard Daniel, Amaury de Sèze, Victor Delloye, André Desmarais, Paul Desmarais III, Cedric Frère, Gérald Frère, Ségolène Gallienne, Barbara Kux, Michel Pébereau, Michel Plessis-Bélair, Gilles Samyn and Arnaud Vial. As mentioned above, Albert Frère announced that he would not seek another term as Director at the 2015 Annual General Meeting. The Board of Directors will recommend that Bernard Daniel, Barbara Kux, Amaury de Sèze, Michel Plessis-Bélair and Gilles Samyn be re-elected to the Board's Compensation Committee Amendments to the Articles of Association The Board of Directors will also propose amendments to the Articles of Association, primarily to bring them into line with ORAb. In accordance with ORAb, the Board of Directors will also propose to vote separately on the total compensation of the Board of Directors and Management. 9/9