BROCHURE. at 9:30 am. Combined General Shareholders Meeting of Tarkett

Transcription

1 Combined General Shareholders Meeting of Tarkett MEETING NOTICE Thursday April 26, 2018, at 9:30 am BROCHURE Tarkett Head Office Auditorium Tour Initiale 1 Terrasse Bellini Paris la Défense

2 TABLE OF CONTENTS I. MESSAGE FROM THE CHAIRMAN OF THE SUPERVISORY BOARD... 1 II. PROCEDURES... 2 A. Formalities required in order to participate in the General Shareholders Meeting... 2 B. Ways to participate in the General Shareholders Meeting... 2 C. Request to include items or draft resolutions on the agenda... 4 D. Written questions... 4 E. Shareholders right to information... 4 III. COMPOSITION OF THE MANAGEMENT BODIES ON MARCH 21, IV. SUMMARY OF TARKETT S CONDITION AND ACTIVITY DURING THE 2017 FISCAL YEAR... 7 A. Key figures... 7 B. Net sales and adjusted EBITDA by segment... 8 C. Net profit attributable to the owners of the Company... 9 D. Financial structure E. Outlook F. Consolidated income statement G. Consolidated statement of comprehensive income H. Consolidated statement of financial position I. Consolidated statement of cash flows J. Consolidated statement of changes in Equity K. Results over the course of the last five years V. AGENDA VI. RESOLUTIONS ON THE AGENDA FOR THE GENERAL SHAREHOLDERS MEETING VII. MANAGEMENT BOARD S REPORT ON DRAFT RESOLUTIONS PRESENTED TO THE GENERAL SHAREHOLDERS MEETING VIII. REQUEST FOR DOCUMENTS OR FURTHER INFORMATION IX. HOW TO GET TO THE SHAREHOLDERS MEETING?... 27

3 I. MESSAGE FROM THE CHAIRMAN OF THE SUPERVISORY BOARD To the Shareholders: I am pleased to invite you to Tarkett s Annual General Shareholders Meeting, which will take place on Tuesday April 26, 2018, at 9:30 AM, at the Auditorium of Tarkett s Head Office, Tour Initiale 1 Terrasse Bellini Paris la Défense, France - see the map on page 28. The agenda for the General Shareholders Meeting and information on the resolutions that will be submitted are included in this brochure. This year, 19 resolutions are submitted to your vote, which are related to: approval of the 2017 accounts and payment of a dividend, renewal of usual financial authorizations, renewal or appointment of several members of the Supervisory Board, and say on pay on the Company Officers compensation. Group management will present the state of our business and the changes that have occurred during the past financial year, and will then be available to answer your questions. I hope that you will be able to attend our General Shareholders Meeting in person. However, if you are unable to do so, we ask that you either vote using the enclosed form or give a proxy to a third party or to the Chairman of the General Meeting, following the procedures described in this brochure. You may obtain additional information on the Company s website, which contains most of the documents that are made available to shareholders. Moreover, if you so request, we will send you, at our expense, the information listed in Article R of the French Commercial Code. In order to do so, please fill out the request form for documents and information included on page 27 of this brochure. This General Meeting will be the last one that I will be chairing. Indeed, having being Chairman of the Supervisory Board for nearly 13 years, and as our two mandates reach their term, it seemed timely to support the candidature of my nephew Eric La Bonnardière for Chairman, and for me to apply for Vice-Chairman. Eric has the unanimous support of our family, representing our 4 th generation, which is, like previous ones, fully committed to promoting our Group and supporting its management. I am therefore delighted to propose this change to our governance, as we look to the future. Thank you in advance for your participation. Yours sincerely, Didier DECONINCK Chairman of the Supervisory Board 1

4 II. PROCEDURES A. Formalities required in order to participate in the General Shareholders Meeting In accordance with Article R of the French Commercial Code, shareholders may participate in the General Shareholders Meeting in any of the following manners: - by attending in person; - by voting by mail; or - by giving a proxy to the Chairman of the Meeting, to the shareholder s spouse or partner with whom they have entered into a civil union ( Pacte civil de solidarité ), to another shareholder, or to any other individual or entity of their choice pursuant to the requirements of Article L of the French Commercial Code, or without indicating a representative. In this last case, on the shareholder s behalf, the Chairman of the Meeting will vote for draft resolutions presented or approved by the Management Board and against all other draft resolutions. Shareholders must prove ownership of their shares as of midnight Paris time on the second business day preceding the General Shareholders Meeting (in other words, as of April 24, 2018 at midnight Paris time): For shares in registered form: by registering their shares on the Company s books. For shares in bearer form: by registering their shares in a bearer share account maintained by an authorized banking or financial intermediary. The registration must be attested to in a certificate of shareholding issued by the authorized intermediary and attached to the voting form. Only shareholders who have proven ownership of their shares as of April 24, 2018 at midnight Paris time as set forth above may participate in this General Shareholders Meeting. B. Ways to participate in the General Shareholders Meeting Shareholders wishing to attend the General Shareholders Meeting in person may request an admission ticket by mail in the following manner: For holders of registered shares: request an admission ticket from Caceis Corporate Trust - 14 rue Rouget de Lisle Issy Les Moulineaux Cedex 9, or come directly to the window provided for that purpose on the day of the General Shareholders Meeting and present valid identification. For holders of bearer shares: request an admission ticket from the financial institution where the account is held. Shareholders who are unable to attend the General Shareholders Meeting in person but who wish to vote by mail or by proxy as permitted by Article L I of the French Commercial Code may do the following: For shares in registered form: Return the single voting or proxy form included with the Notice of Meeting to Caceis Corporate Trust - 14 rue Rouget de Lisle Issy Les Moulineaux Cedex 9. For shares in bearer form: Request the single voting or proxy form from the financial institution holding the account, or by letter sent or delivered to the Company s registered office or to Caceis Corporate Trust (see address above). To be honored, requests must be received by Caceis or at the Company s registered office at the latest six calendar days before the date of the General Shareholders Meeting, or by April 20, In order to be counted, voting forms must be properly completed, dated and signed, accompanied by the certificate of shareholding issued by the financial institution holding the shareholder s account, and received by the Company or by Caceis Corporate Trust at the latest three calendar days prior to the date of the General Shareholders Meeting, or April 23, In accordance with Article R of the French Commercial Code, once a shareholder has either voted by mail or requested an admission ticket or a certificate of shareholding in order to attend the General Shareholders Meeting, that shareholder may no longer choose a different manner of participating in the General Shareholders Meeting. A shareholder may sell some or all of his shares. However, if the sale occurs prior to the second business day preceding the Meeting, in other words before April 24, 2018 at midnight Paris time, the Company will invalidate or modify, as the case may be, any vote cast by mail, proxy form, admission ticket or certificate of shareholding. To that end, the authorized intermediary holding the shareholder s account will inform the Company or its representative of the sale and will transmit the necessary information. The authorized intermediary will not notify the Company of any sale or other transaction completed after April 24, 2018 at midnight Paris time, by whatever means, and the Company will not take any such transactions into account, notwithstanding any agreement to the contrary. 2

5 There will be no voting by videoconference or other methods of telecommunication or transmission at this General Meeting. As a result, there will be no website prepared for such purpose as set forth in Article R of the French Commercial Code. Notification of appointment or removal of a representative by electronic means In accordance with Article R of the French Commercial Code, notification of appointment or removal of a representative may be made by electronic means. Appointment or removal of a representative can be performed as follows: For holders of shares in registered form: by sending an to the following address: ct-mandatairesassemblees@caceis.com including their last name, first name, address and CACEIS Corporate Trust identification for holders of shares in registered form (this information can be found at the top left of their securities account statement) or their financial intermediary account information, for administered registered shares, as well as the last name, first name and address of the representative being appointed or removed. For holders of shares in bearer form: by sending an to the following address: ct-mandatairesassemblees@caceis.com including their last name, first name, address and full bank account information as well as the last name, first name and address of the representative being appointed or removed, and by then asking their financial intermediary in charge of their securities account to send written confirmation (by mail) to CACEIS Corporate Trust - Service Assemblées Générales Centralisées - 14, rue Rouget de Lisle ISSY-LES-MOULINEAUX Cedex 9 (or by fax to +33 (0) ). An appointment or removal of a representative expressed by electronic means, in order to be validly taken into account, must be carried out at the latest by Monday, April 25, 2018 at 3:00 PM Paris time, the last business day prior to the date of the General Shareholders Meeting. 3

6 C. Request to include items or draft resolutions on the agenda One or more shareholders representing at least the percentage of the share capital required by applicable laws and regulations may request the inclusion on the agenda of items or draft resolutions, pursuant to Articles L , R and R of the French Commercial Code. Such requests may be sent to Tarkett, Attention: Head of Corporate Legal, 1 Terrasse Bellini - Tour Initiale - TSA Paris la Défense Cedex, by registered letter with return receipt requested, until 25 days prior to the date of the General Shareholders Meeting, or by April 1, Requests must be explained and accompanied by a certificate of registration proving that the person submitting the request owns or represents the percentage of the share capital required by Article R of the French Commercial Code, as set forth above. A request to include draft resolutions must also be accompanied by the text of the draft resolutions, which may include a brief explanation of why the resolution is being proposed. If a draft resolution relates to the nomination of a candidate to the Supervisory Board, it must be accompanied by the information provided for in Article R , 5, of the French Commercial Code. The examination by the General Shareholders Meeting of the items or draft resolutions filed by shareholders pursuant to legal and regulatory conditions is subject to the author of the items or resolutions submitting a new certificate demonstrating accounting registration of their shares, in accordance with the rules set forth above, as of the second business day prior to the General Shareholders Meeting at midnight Paris time (or April 24, 2018 at midnight Paris time). The text of the draft resolutions proposed by shareholders of the Company will be published without delay on the Company s website ( D. Written questions In accordance with Article R of the French Commercial Code, a shareholder who wishes to submit written questions must, after publication of the Notice of the General Shareholders Meeting and at the latest on the fourth business day prior to the date of the General Shareholders Meeting, or April 20, 2018, send such questions to Tarkett, Attention: Chairman of the Management Board, 1 Terrasse Bellini - Tour Initiale - TSA Paris la Défense Cedex, by registered letter with return receipt requested, or by to actionnaires@tarkett.com. In order to be taken into account, the questions must be accompanied by a certificate of registration. E. Shareholders right to information In accordance with applicable laws and regulations, all of the documents required to be made available to shareholders prior to General Shareholders Meetings will be available within the legally required time periods at the Company s registered office, by contacting Head of Corporate Legal, 1 Terrasse Bellini - Tour Initiale Paris la Défense, or by simple request addressed to Caceis Corporate Trust. All of the documents and information referred to in R of the French Commercial Code to be presented at the Shareholders Meeting will be made available to shareholders on the Company s website, on the twenty-first day preceding the General Shareholders Meeting, or April 5,

7 III. COMPOSITION OF THE MANAGEMENT BODIES ON MARCH 21, Management Board Position and office Supervisory Board year during which the term expires Mr. Glen Morrison Chairman of the Management Board 2019 Mr. Fabrice Barthélemy Ms. Sharon MacBeath Member of the Management Board President of the EMEA-LATAM division Member of the Management Board Director of Human Resources and Communication Supervisory Board Position General Shareholders Meeting year during which the term expires Mr. Didier Deconinck Chairman of the Supervisory Board 2018 Mr. Eric La Bonnardière Vice-Chairman of the Supervisory Board Member of the Audit, Risks and Compliance Committee 2018 Mr. Jacques Garaïalde Independent Member of the Supervisory Board 2019 Mr. Bernard-André Deconinck Member of the Supervisory Board 2020 Mr. Eric Deconinck Member of the Supervisory Board 2020 Ms. Françoise Leroy Ms. Agnès Touraine Mme Sabine Roux de Bézieux Ms. Guylaine Saucier Independent Member of the Supervisory Board Member of the Audit, Risks and Compliance Committee Chairwoman of the Nominations, Compensations and Governance Committee Member of the Supervisory Board Member of the Nominations, Compensations and Governance Committee Independent Member of the Supervisory Board Member of the Nominations, Compensations and Governance Committee Independent Member of the Supervisory Board Chairwoman of the Audit, Risks and Compliance Committee Mr. Julien Deconinck Observer on the Supervisory Board 2018 Mr. Nicolas Deconinck Observer on the Supervisory Board 2021 The General Shareholders Meeting will be asked to vote on the following: - Renewal of Mr. Didier Deconinck s term as a Member of the Supervisory Board for a period of four (4) years; 1 Date of publication of the preliminary Notice of the Annual General Meeting in the BALO («Bulletin des Annonces Légales et Obligatoires») 5

8 - Renewal of Mr. Eric La Bonnardière s term as a Member of the Supervisory Board for a period of four (4) years; - Appointment of Mr. Julien Deconinck as a Member of the Supervisory Board for a period of four (4) years. - Appointment of Mr. Bernard-André Deconinck as an Observer of the Supervisory Board for a period of four (4) years. Biographical information on the nominees is included in the report of the Management Board, hereafter. 6

9 IV. SUMMARY OF TARKETT S CONDITION AND ACTIVITY DURING THE 2017 FINANCIAL YEAR A. Key figures Net sales at constant scope of consolidation and exchange rates grew by 4.8% in Sports delivered strong growth (+11.7%) over the full year, led by both artificial turf and running tracks. The CIS, APAC & Latin America segment recorded robust growth (+10.8%) thanks to good trends in all three regions. EMEA posted a solid +3.7% rise in sales fueled by healthy trading across the region. North America retreated slightly (-1.8%) over the full year, although Q4 showed improvement in all product categories (+0.8%). After an already robust Q3 revenue performance (+6.1%) for the Group as a whole, Q4 organic growth reached a strong +6.9% as a result of positive momentum in all segments. Reported sales were up 3.7% compared to Exchange rates accounted for a negative -1.2% impact, mainly due to the depreciation of the US dollar and the British pound against the euro. The acquisition of the assets of AlternaScapes, a Floridabased landscape turf distributor and installer, had a minor scope impact (+0.1%). Adjusted EBITDA amounted to 315m versus 334m in 2016 and the adjusted EBITDA margin came in at 11.1% compared to 12.2% in As anticipated, the adjusted EBITDA was penalized by the increase in raw material prices in all segments (- 34m) and adverse currency effects (- 12m, excluding CIS currencies). Moreover, the ruble s depreciation in the second part of the year has led to a full year negative lag effect of - 4m (net impact of CIS currencies and selling prices evolutions). In EMEA and North America, selling price increases implemented during the year are now starting to show their effect (+ 3m in Q4). In Russia, a 5% selling price increase on vinyl products was announced as of December 1 st Adjusted EBITDA of the Sports segment benefited from a US$12m settlement payment related to a patent infringement claim against competitor AstroTurf. Productivity gains amounted to 30m. Following a weak Q3 in North America and Sports, productivity gains in the fourth quarter have improved. Net profit attributable to owners of the Company amounted to - 39m. Excluding the 165m penalty to the French Competition Authority, the net profit attributable to owners of the Company was up +6.5% vs at 126m. Change million (as a %) Revenue 2, , % of which organic growth (1) +4.8% Adjusted EBITDA (2) % of net sales % % -5.8% Net profit attributable to owners of the Company Excluding the 165m penalty Basic earnings per share Excluding the 165m penalty (38.7) ( 0.61) n.m. +6.5% Free cash flow Excluding the 165m penalty (65.4) Return on invested capital (ROIC) (3) 8.9% 9.3% Net debt / adjusted EBITDA 1.6x 1.1x Dividend per share 0.60 (4) 0.60 (1) Organic growth: at constant scope of consolidation and exchange rates (note that in the CIS segment, price increases implemented to offset currency fluctuations are not included in organic growth, which only reflects changes in volumes and the product mix). (2) Adjusted EBITDA: adjustments include expenses such as restructuring, acquisitions and share-based payment expenses. (3) Defined as Net operating profit after tax [Adjusted EBIT * (1 - Normative tax rate of 35%)] divided by the invested capital [Goodwill + Tangible and intangible assets + Working capital]. (4) Will be proposed at the AGM. 7

10 B. Net sales and adjusted EBITDA by segment Net sales by segment million % Change o/w Organic growth (1) EMEA % +3.7% North America % -1.8% CIS, APAC & Latin America % +10.8% Sports % +11.7% Total Group 2, , % +4.8% Adjusted EBITDA (2) by segment million Margin (% net sales) 2016 Margin (% net sales) EMEA % 15.1% North America % 13.8% CIS, APAC & Latin America % 14.7% Sports % 11.6% Central costs not allocated (46.7) (50.4) - - Total Group % 12.2% (1) Organic growth: at constant scope of consolidation and exchange rates (note that in the CIS segment, price increases implemented to offset currency fluctuations are not included in organic growth, which only reflects changes in volumes and the product mix). (2) Adjusted EBITDA: adjustments include expenses such as restructuring, acquisitions and share-based payment expenses. Europe, Middle East, Africa (EMEA) Net sales at constant scope of consolidation and exchange rates grew by 3.7% in France has been positive throughout the year after several years of market decline. Nordic countries showed growth, though Q4 was slightly down. The UK reported further growth despite an uncertain environment. Southern Europe enjoyed strong level of growth. Germany, the Netherlands and Central Europe also achieved a good performance. The Middle East reported stable sales on a full year basis. Luxury vinyl tiles (LVT) continued to fuel volume growth both in the residential and commercial segments. More than 20m will be invested is this product category over the next three years, mainly in Poland and Luxemburg. These investments will further enhance Tarkett s strong position in the European LVT market and facilitate customer s access to unique and exclusive designs. Sales were up 2.2% on a reported basis, penalized by unfavorable exchange rate fluctuations, mainly the British Pound. The adjusted EBITDA margin was 13.7% compared to 15.1% in 2016, affected mainly by rising raw material costs and the adverse evolution of the British Pound. Selling price increases have been implemented in 2017 and started to bear fruits in Q4. We anticipate seeing the full benefit of these increases in North America In North America, full year 2017 sales were down -1.8% on 2016 at constant scope of consolidation and exchange rates but increased slightly over the fourth quarter (+0.8%). Commercial resilient flooring and accessories posted growth in 2017, benefiting from the last two year investments made in terms of service, products and operational performance. Commercial carpet remained down in 2017, mostly owing to weaknesses in the office and healthcare sectors, although the situation improved in the fourth quarter. We are planning to follow 2017 products launches with continued products and services deployment in

11 Luxury vinyl tiles (LVT) kept delivering good growth in North America and remain an important driver for Tarkett. Tarkett has enriched its tile product range and in Q3 has launched ProGen, a semi-rigid board product that has been very well received by our customers. Tarkett has announced investments totaling $60 million over a three-year period to increase LVT production at its flooring manufacturing facilities in Florence, Alabama, including a new distribution center. These investments increase our local LVT production capacity, improve supply chain efficiency and enhance customer service. Reported sales decreased by -4.1% on the back of the depreciation of the US dollar against the euro over the year. Adjusted EBITDA margin narrowed to 12.1% from 13.8% in 2016, penalized by higher raw material prices, a slight decrease in sales volumes as well as lower operational performance in Q3 (although Q4 has significantly improved). The selling price increases implemented in 2017 have started to contribute positively in the fourth quarter and will bring full benefit in Andrew Bonham has been appointed President and Chief Executive Officer of Tarkett North America, effective March 5, Andrew has extensive experience in the construction, industrial equipment and specialty chemicals industries and has held several global leadership positions as well as regional leadership in North America and Europe. CIS, APAC & LATAM The CIS, APAC & Latin America segment posted a robust 10.8% organic sales growth in 2017 (excluding selling price adjustments in the CIS region). The CIS countries continued throughout the year on a steady upward trend. The strengthening of real wages and improving consumer confidence have fueled a recovery in volumes as well as an improved product mix. Sales in the Asia-Pacific region grew over the full year, spurred by nice trends in China and South-East Asia. Latin America saw further growth in 2017, thanks to vigorous LVT volumes in Brazil, despite the difficult environment in the Brazilian construction market. On a reported basis, sales rose by 12.6%, thanks to gains in the Russian ruble and the Brazilian real on a full year basis. In Russia, Tarkett maintained its focused strategy of adapting selling prices to movements in exchange rates. In December 2017, a 5% price increase on vinyl products has been announced to cope with the ruble devaluation in H As a reminder, vinyl selling prices had been reduced by 5% to 15% in Q2 2017, depending on products following several quarters of ruble recovery. Adjusted EBITDA margin remained at a healthy 14.3% from 14.7% in 2016, against a tough basis of comparison in H when the margin had reached 17.9% thanks to a positive lag effect (net impact of currencies and selling prices evolutions) of 11.6m. In 2017, the full-year lag effect on adjusted EBITDA is - 4.5m, as a result of the depreciation of the ruble in the second half of the year combined with lower selling prices (leading to a negative m impact on adjusted EBITDA in H2 2017). However, the segment s margin has proved resilient at 14.3% thanks to a strong contribution of additional volumes and manufacturing productivities. Sports The Sports segment put in another very good performance reaching 11.7% organic growth in 2017, driven by growth in all product lines. The increased share of turnkey projects, which include billings for civil engineering work, has also contributed to reach this high level of sales. Several high profile projects have been completed in the course of 2017 in hybrid turf (FC Barcelona s Camp Nou and Liverpool FC s stadiums) as well as in running tracks (Beynon banked hydraulic track Rise-n Run in the University of Michigan). Sports is pursuing its geographical expansion and has announced the acquisition of the assets of Grassman (sales of AUS$15m, approx. 10m in 2017), a leading artificial turf manufacturer in Australia. In addition to reinforcing our local presence, this move gives us access to new market segments (hockey, tennis or landscape). Sports has also initiated a strategic partnership with Allsports Construction & Maintenance, the market leader in the construction and installation of high profile synthetic turf fields in Scotland. Reported sales were up 9.8%, penalized by the depreciation of the US dollar against the euro. Adjusted EBITDA margin stood at 10.1% versus 11.6% in In H1 2017, the adjusted EBITDA benefited from a US$ 12m settlement in connection with a patent infringement claim against competitor Astroturf. Full year adjusted EBITDA margin was penalized by the large proportion of turnkey projects the civil engineering part of which generates a lower margin higher raw material prices, legal costs and lower than last year performance in operations in Q3. In order to further streamline its operations, the Group has closed its artificial turf facility in Spain (17 employees). The production has been transferred to its production site in Auchel, France. C. Net profit attributable to the owners of the Company Central costs decreased slightly to 46.7m from 50.4m in Adjustments to EBIT went from m in 2016 to m in 2017, mainly due to the French Competition Authority penalty of 165m. 9

12 Financial income and expenses amounted to m in 2017 vs m in 2016, due to higher foreign exchange losses in the CIS countries. The effective tax rate decreased to 19.7% compared to 31.2% in 2016 thanks a more favorable country mix and the reassessment of tax credits due to changes in some entities earnings profile. Tarkett recorded a +9m tax income following the decision of the French constitutional court to cancel the 3% surtax on dividend. Net profit attributable to owners of the Company amounted to - 39m. Excluding the 165m penalty to the French Competition Authority, the net profit attributable to owners of the Company was up +6.5% vs at 126m. D. Financial structure Ongoing capital expenditures increased moderately in 2017, totaling 110.9m, or 3.9% of net sales vs. 91.5m 2016, owing to capacity investments in growing product categories such as LVT and further operations productivity enhancement. Free cash flow amounted to 99.6m excluding the French Competition Authority penalty from m in The payment of the 165m penalty to the French Competition Authority took place at the end of December Net debt increased from 378m to 492m, resulting in a leverage ratio to 1.6 times adjusted EBITDA (1.1x at year-end 2016). The Management Board will propose payment of a 0.60 per-share dividend at the Annual General Meeting on April 26, 2018, stable compared to last year. E. Outlook Most of our markets are well positioned in The Group expects positive growth driven by a combination of innovative new products and new services to further enhance customer experience. At constant exchange rates, EMEA should be well oriented and grow moderately. North America should continue to improve. The CIS and Sports segments should continue to grow, albeit at a lower rate than in At current prices, we anticipate in 2018 a negative impact from raw materials of similar magnitude to that experienced in Against this backdrop, the Group will pursue its efforts on selling prices with the goal of compensating raw material costs for the full year. Moreover, the Group will further deploy its World Class Manufacturing program to generate savings in line with historical performances. As a result of the commitment of the Group to long term growth strategy and continuous optimization of its operations, capital expenditures in 2018 should be around 5% of net sales. This investment effort is focused on capacity and efficiency projects, in particular through automation and notably on the LVT category, but also in regions with potential for faster growth (Wood production line in Russia). US tax reforms which came into effect in January 2018 will positively impact the Group s after tax earnings, principally due to the reduction of the US federal corporate income tax rate. In addition, the Group will benefit from the evolution of its country mix and from the cancellation of the 3% tax on dividends in France. Going forward, we estimate that the Group s effective tax rate should be circa 30%. In October 2016, the Group presented a strategic plan which included 2020 financial targets (see appendix 3 for more details). The Group maintains the objective of achieving those targets by the end of the plan. Given the current environment of increased inflation in raw material prices and unfavorable currency movements, the achievement of the profitability & return targets (adjusted EBITDA margin > 12% and ROIC > 9%) is more challenging in With its healthy balance sheet, Tarkett will continue to actively seek out opportunities for external growth. 10

13 F. Consolidated income statement (in millions of euros) Net revenue 2, ,739.3 Cost of sales (2,138.1) (1,996.4) Gross profit Other operating income Selling and distribution expenses (319.4) (318.7) Research and development (36.4) (37.3) General and administrative expenses (187.5) (188.9) Other operating expenses (177.1) (20.3) Result from operating activities Financial income Financial expenses (24.7) (22.4) Financial income and expense (23.4) (21.0) Share of profit of equity accounted investees (net of tax) Profit before income tax (7.7) Total income tax (30.3) (53.0) Profit from continuing operations (38.0) Profit (loss) from discontinued operations (net of income tax) - - Net profit for the period (38.0) Attributable to: Owners of Tarkett (38.7) Non-controlling interests NET PROFIT FOR THE PERIOD (38.0) Earnings per share: Basic earnings per share (in EUR) (0.61) 1.87 Basic earnings per share (in EUR) (0.61)

14 G. Consolidated statement of comprehensive income (in millions of euros) Net profit for the period (38.0) Other comprehensive income (OCI) - - Foreign currency translation differences for foreign operations (77.2) 19.7 Changes in fair value of cash flow hedges (0.8) 0.5 Income tax expense 0.2 (0.1) OCI to be reclassified to profit and loss in subsequent periods (77.8) 20.1 Defined benefit plan actuarial gain (losses) 7.8 (10.4) Other comprehensive income (OCI) - - Income tax expense (7.2) 10.2 OCI not to be reclassified to profit and loss in subsequent periods 0.6 (0.2) Other comprehensive income for the period, net of income tax (77.2) 19.9 Total comprehensive income for the period (115.2) Attributable to: Owners of Tarkett (115.5) Non-controlling interests Total comprehensive income for the period (115.2)

15 H. Consolidated statement of financial position (in millions of euros) Dec. 31, 2017 Dec. 31, 2016 ASSETS Goodwill Intangible assets Property, plant and equipment Other financial assets Deferred tax assets Other non-current assets Non-current assets 1, ,276.6 Inventories Trade receivables Other receivables Cash and cash equivalents Current assets TOTAL ASSETS 2, ,168.2 EQUITY AND LIABILITIES Share capital Share premium and reserves Retained earnings Net result for the period - Group Share (38.7) Equity attributable to equity holders of the parent Non-controlling interests Total equity Interest-bearing loans Other financial liabilities Deferred tax liabilities Provisions for retirement and similar obligations Provisions and other non-current liabilities Non-current liabilities Trade payables Other liabilities Interest-bearing loans and borrowings Other financial liabilities Provisions and other current liabilities Current liabilities TOTAL EQUITY AND LIABILITIES 2, ,168.2 I. Consolidated statement of cash flows 13

16 (in millions of euros) Cash flows from operating activities Net profit before tax (7.7) Adjustments for: Depreciation and amortization (Gain)/loss on sale of fixed assets (0.3) 0.4 Net finance costs Change in provisions and other non-cash items (6.6) 0.3 Share of profit of equity accounted investees (net of tax) (3.0) (2.6) Operating cash flow before working capital changes (Increase) / Decrease in trade receivables (32.9) (17.2) (Increase) / Decrease in other receivables (9.1) (2.2) (Increase) / Decrease in inventories (30.1) (15.3) Increase / (Decrease) in trade payables Increase / (Decrease) in other payables 2.3 (1.8) Changes in working capital (37.0) (17.2) Cash generated from operations Net interest paid (11.3) (15.3) Net income taxes paid (37.8) (41.1) Other (1.0) (2.1) Other operating items (50.1) (58.5) NET CASH (USED IN)/FROM OPERATING ACTIVITIES Net cash from/(used in) investment activities Acquisition of subsidiaries net of cash acquired (0.4) (0.1) Acquisitions of intangible assets and property, plant and equipment (111.1) (91.9) Proceeds from sale of property, plant and equipment Effect of changes in the scope of consolidation - (0.4) NET CASH FROM/(USED IN) INVESTMENT ACTIVITIES (107.0) (91.7) Net cash from/(used in) financing activities Acquisition of NCI without a change in control (8.3) (4.2) Proceeds from loans and borrowings Repayment of loans and borrowings (224.3) (567.3) Payment of finance lease liabilities (0.1) (0.1) Acquisition of treasury shares (0.0) (9.1) Dividends (38.4) (33.0) NET CASH FROM/(USED IN) FINANCING ACTIVITIES 90.9 (122.7) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents, beginning of period Effect of exchange rate fluctuations on cash held (3.3) 0.8 CASH AND CASH EQUIVALENTS, END OF PERIOD

17 J. Consolidated statement of changes in Equity (in millions of euros) Share capital Share premium and reserves Translation reserves Reserves Total equity (Group share) Noncontrolling interests Total equity January 1, Net profit for the period Other comprehensive income (0.3) 19.9 Total comprehensive income for the period Dividends (33.0) (33.0) - (33.0) Own shares (acquired) / sold (9.1) (9.1) - (9.1) Share-based payments Acquisition of NCI without a change in control (0.1) (0.1) - (0.1) Other (0.5) (0.5) - (0.5) Total transactions with shareholders (40.7) (40.7) - (40.7) December 31, January 1, Net profit for the period (38.7) (38.7) 0.7 (38.0) Other comprehensive income - - (76.8) 0.0 (76.8) (0.4) (77.2) Total comprehensive income for the period - - (76.8) (38.7) (115.5) 0.3 (115.2) Dividends (38.0) (38.0) (0.4) (38.4) Own shares (acquired) / sold (1.5) (1.5) - (1.5) Share-based payments Acquisition of NCI without a change in control (4.6) (4.6) - (4.6) Other Total transactions with shareholders (39.0) (39.0) (0.4) (39.4) December 31, (55.4)

18 K. Results over the course of the last five years Nature of information (in euros) Fiscal Year 2017 Fiscal Year 2016 Fiscal Year 2015 Fiscal Year 2014 Fiscal Year 2013 Capital at end of fiscal year Share capital 318,613, ,613, ,613, ,613, ,613,480 Number of existing ordinary shares 63,722,696 63,722,696 63,722,696 63,722,696 63,722,696 Number of existing shares with preferred dividend rights (non-voting) Maximum number of future shares to be created - by conversion of bonds - by exercise of subscription rights Operations and results of the fiscal year Revenues, excl. tax 51,569,240 40,350,943 33,433,175 30,921,575 28,191,508 Result before taxes, employee participation and allocation to depreciation and provisions 55,378,557 26,618,892 88,598, ,456, ,245,011 Income tax 6,193,188 (1,823,838) 2,332,793 2,795,870 (911,862) Allocations to depreciation and provisions (9,651,132) (15,025,579) (36,771,481) (6,105,232) (9,797,441) Result after taxes, employee participation and allocation to depreciation and provisions Result distributed for the fiscal year in question 51,920,613 9,769,475 54,159, ,147, ,535,708 38,034,021 33,076,131 24,154,660 39,508, ,430,592 Earnings per share Result after taxes and employee participation but before allocation to depreciation and provisions Result after taxes, employee participation and allocation to depreciation and provisions Dividend allocated to each share 0.60 (1) Workforce Average workforce employed during the year Amount of payroll for the year 10,200,286 10,388,569 8,895,757 6,507,062 8,530,231 Amount paid in employee benefits for the year (social security, service projects) 4,310,410 4,098,957 3,991,085 3,038,464 3,434,336 (1) Amount which will be submitted to the Shareholders General Meeting of April 26,

19 V. AGENDA 1 st Resolution: Approval of the Company financial statements for the fiscal year ended December 31, 2017; 2 nd Resolution: Approval of the Consolidated Financial Statements for the fiscal year ended December 31, 2017; 3 rd Resolution: Allocation of the net result for the fiscal year ended December 31, 2017 and determination of the dividend; 4 th Resolution: Approval of regulated agreements and commitments within the meaning of Articles L et seq. of the French Commercial Code; 5 th Resolution: Renewal of the mandate of Mr. Didier Deconinck as a member of the Supervisory Board; 6 th Resolution: Renewal of the mandate of Mr. Eric La Bonnardière as a member of the Supervisory Board; 7 th Resolution: Appointment of Mr. Julien Deconinck as a member of the Supervisory Board; 8 th Resolution: Appointment of Mr. Bernard-André Deconinck as an observer of the Supervisory Board; 9 th Resolution: Approval of the compensation paid or awarded for the 2017 financial year to Michel Giannuzzi, Chairman of the Management Board until August 31, 2017; 10 th Resolution: Approval of the compensation paid or awarded for the 2017 financial year to Mr. Glen Morrison, Chairman of the Management Board effective September 1, 2017; 11 th Resolution: Approval of the compensation paid or awarded for the 2017 financial year to Mr. Fabrice Barthélemy, Member of the Management Board, under his employment contract; 12 th Resolution: Approval of the compensation paid or awarded in respect of the 2017 financial year to Mrs. Sharon MacBeath, Member of the Management Board, under her employment contract; 13 th Resolution: Approval of the compensation paid or awarded for the 2017 financial year to Mr. Didier Deconinck, Chairman of the Supervisory Board; 14 th Resolution: Approval of the principles and criteria for determining, distributing, and allocating Mr. Glen Morrison's compensation as Chairman of the Management Board; 15 th Resolution: Approval of the principles and criteria for determining, distributing, and allocating the remuneration of the Chairman of the Supervisory Board; 16 th Resolution: Approval of the principles and criteria for determining, distributing, and allocating the remuneration of the members of the Supervisory Board; 17 th Resolution: Authorization provided to the Management Board to trade in shares of the Company; Extraordinary Shareholders Meeting 18 th Resolution: Authorization is granted to the Management Board to allocate performance shares to employees and/or certain corporate officers of the Company or related companies, the duration of the authorization, the ceiling, the duration of the vesting and retention periods; Ordinary Shareholders Meeting 19 th Resolution: Powers to carry out the necessary formalities. 17

20 VI. RESOLUTIONS ON THE AGENDA FOR THE GENERAL SHAREHOLDERS MEETING First Resolution (Approval of the Company financial statements for the fiscal year ended December 31, 2017) The General Meeting, pursuant to the quorum and majority requirements applicable to ordinary shareholders meetings and after reviewing (i) the report of the Management Board; (ii) the report of the Supervisory Board; and (iii) the report of the Statutory Auditors on the annual Company financial statements as of and for the financial year ended December 31, 2017, approves the Company financial statements as of and for the financial year ended December 31, 2017 as presented to them and including the balance sheet, income statement and annexes, showing net income of 51,920,613, as well as the transactions described in such financial statements and summarized in such reports. Pursuant to Article 223 c of the French General Tax Code, the General Shareholders Meeting also takes note that total expenses and charges as referred to in Article 39-4 of the French General Tax Code were 46,832 for the most recently ended financial year. Second Resolution (Approval of the consolidated financial statements as of and for the fiscal year ended December 31, 2017) The General Meeting, pursuant to the quorum and majority requirements applicable to ordinary shareholders meetings and after reviewing (i) the report of the Management Board; (ii) the report of the Supervisory Board; and (iii) the report of the Statutory Auditors on the consolidated Company financial statements as of and for the financial year ended December 31, 2017, approves the Company financial statements as of and for the financial year ended December 31, 2017 as presented to them and including the balance sheet, income statement and annexes, showing net result of ( 38.7) million, as well as the transactions described in such financial statements and summarized in such reports. Third Resolution (Allocation of the net result for the fiscal year ended December 31, 2016 and determination of the dividend) The General Shareholders Meeting, pursuant to the quorum and majority requirements applicable to ordinary shareholders meetings, and after reviewing the report of the Management Board, finding that the financial statements as of and for the financial year ended December 31, 2017 show a net profit of 51,920,613, decides, upon the proposal of the Management Board, to allocated and distribute the distributable profit as follows: Distributable amount for 2017 (in euros) Profit for the fiscal year 51,920,613 Retained earnings from prior years 715,991,071 Total 767,911,684 Allocation of distributable profit Dividend per share of 0.60, corresponding to a total amount of (1) 38,018,940 Balance allocated to retained earnings 729,892,744 (1) The total amount of the distribution referred to above is calculated on the basis of the number of shares with dividend rights as of December 31, 2017 (63,364,900 shares) and may change if the number of shares with dividend rights changes between January 1, 2018 and the ex-dividend date, in particular with respect to the number of treasury shares and final grants of bonus shares (where the recipient has dividend rights under the relevant plan). As a result, the General Shareholders Meeting sets the per-share dividend at 0.60 for the financial year ended December 31, 2017, attached to each of the shares with rights thereto. The General Meeting specifies that the Company will not receive any dividend in respect of shares that it holds on the payment date. If, when the dividend is paid, the Company holds any of its own shares, the amounts corresponding to the dividends not paid in respect of such shares will be allocated to retained earnings. As a result, the General Shareholders Meeting delegates authority to the Management Board to adjust the final amount of the distribution and the final amount of retained earnings, if necessary. In accordance with Article 243a of the French General Tax Code, it is specified that when paid to shareholders who are natural persons and residents of France for tax purposes, this distribution is eligible for the 40% tax deduction provided for in Article of the same Code. Furthermore, it is specified that since January 1, 2018, dividends are subject to a single flat tax of 30%, consisting of: 12.8% for income tax and 17.2% for social security contributions. 18

21 Dividends paid over the past three fiscal years Year distributed Total dividends (in millions of euros) 38 (1) 33.1 (1) 24.1 (1) Dividends per share (in euros) (1) Total dividends after deduction of the dividend on treasury shares held by the Company The dividend will be detached from the shares at the end of the accounting day on July 3, 2018, and the dividend will be paid as of July 5, Fourth Resolution (Approval of regulated agreements and commitments referred to in Article L et seq. of the French Commercial Code) The General Shareholders Meeting, pursuant to the quorum and majority requirements applicable to ordinary shareholders meetings, and having reviewed the special report of the Statutory Auditors on agreements and commitments governed by Articles L et seq. of the French Commercial Code, approves such report as well as the agreement entered into during the financial year ended December 31, 2017 and authorized in advance by the Company s Supervisory Board. Fifth Resolution (Renewal of the mandate of Mr. Didier Deconinck as a member of the Supervisory Board) The General Meeting, pursuant to the quorum and majority requirements applicable to ordinary shareholders meetings, having reviewed the report of the Management Board and noting that the term of Mr. Didier Deconinck is expiring, decides to reappoint him as a Member of the Supervisory Board for a term of four (4) years to expire at the close of the annual shareholders meeting called in 2021 to approve the financial statements for the financial year ending December 31, Mr. Deconinck indicated in advance that he would accept the renewal of his term if this Meeting so decides and that he does not hold any position, nor is he subject to any measure, liable to render him ineligible. Sixth Resolution (Renewal of the mandate of Mr. Eric La Bonnardière as a member of the Supervisory Board) The General Meeting, pursuant to the quorum and majority requirements applicable to ordinary shareholders meetings, having reviewed the report of the Management Board and noting that the term of Mr. Eric La Bonnardière is expiring, decides to reappoint him as a Member of the Supervisory Board for a term of four (4) years to expire at the close of the annual shareholders meeting called in 2021 to approve the financial statements for the financial year ending December 31, Mr. Eric La Bonnardière indicated in advance that he would accept the renewal of his term if this Meeting so decides and that he does not hold any position, nor is he subject to any measure, liable to render him ineligible. Seventh Resolution (Appointment of Mr. Julien Deconinck as a member of the Supervisory Board) The General Meeting, acting under the conditions of quorum and majority required for ordinary general meetings, having taken note of the report of the Management Board, and noting that his mandate as observer member of the Supervisory Board expires, decides to appoint Mr. Julien Deconinck as a member of the Supervisory Board for a period of four (4) years until the end of the Annual General Meeting called to approve, in 2022, the financial statements for the year ended December 31, Mr. Julien Deconinck indicated in advance that he will accept his appointment, should it be decided by this GM, and that he does not exercise any function and is not subject to any measure that might render him ineligible. Eighth Resolution (Appointment of Mr. Bernard-André Deconinck as an observer of the Supervisory Board) The General Meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, having taken note of the Management Board's report, and the knowledge of his resignation as a member of the Supervisory Board, decides to appoint Mr. Bernard- André Deconinck as an observer of the Supervisory Board for a period of four (4) years until the end of the Annual General Meeting called to approve, in 2022, the financial statements for the year ended December Mr. Bernard-André Deconinck indicated in advance that he will accept his appointment, should it be decided by this GM, and that he does not exercise any function and is not subject to any measure that might render him ineligible. Ninth Resolution (Approval of the compensation paid or awarded for the 2017 financial year to Michel Giannuzzi, Chairman of the Management Board until August 31, 2017) The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, approves the fixed, variable, and exceptional components of the total remuneration and benefits package of any kind paid or awarded in respect of the 2017 financial year to Mr. Michel Giannuzzi in his capacity as Chairman of the Management Board until August 31, 2017, as set out in Section "Components of compensation paid or attributed to Michel Giannuzzi (Chairman of the Management Board until August 31, 2017) during the year ended December 31, 2017" of the 2017 Registration Document. Tenth Resolution (Approval of the compensation paid or awarded for the 2017 financial year to Mr. Glen Morrison, Chairman of the Management Board effective September 1, 2017) 19

22 The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, approves the fixed, variable, and exceptional components of the total remuneration and benefits package of any kind paid or awarded in respect of the 2017 financial year to Mr. Glen Morrison in his capacity as Chairman of the Management Board as of September 1, 2017 as set out in Section "Components of compensation paid or awarded to Glen Morrison (Chairman of the Management Board since September 1, 2017) during the year ended December 31, 2017" of the 2017 Registration Document. Eleventh Resolution (Approval of the compensation paid or awarded for the 2017 financial year to Mr. Fabrice Barthélemy, Member of the Management Board, under his employment contract) The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, approves the fixed, variable, and exceptional components of the total remuneration and benefits package of any kind paid or awarded in respect of the 2017 financial year to Mr. Fabrice Barthélemy, member of the Management Board, under his employment contract, as set out in Section "Elements of compensation paid or awarded to Fabrice Barthélemy, member of the Management Board, under his employment contract, during the year ended December 31, 2017" of the 2017 Registration Document. Twelfth Resolution (Approval of the compensation paid or awarded in respect of the 2017 financial year to Mrs. Sharon MacBeath, Member of the Management Board, under her employment contract) The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, approves the fixed, variable, and exceptional components of the total remuneration and benefits package of any kind paid or awarded in respect of the 2017 financial year to Mrs. Sharon MacBeath, member of the Management Board, under her employment contract, as set out in Section "Elements of compensation paid or awarded to Sharon MacBeath, member of the Management Board, under her employment contract, during the year ended December 31, 2017" of the 2017 Registration Document. Thirteenth Resolution (Approval of the compensation paid or awarded for the 2017 financial year to Mr. Didier Deconinck, Chairman of the Supervisory Board) The General Meeting, acting under the conditions of quorum and majority of Ordinary General Meetings, having taken note of the report of the Management Board, approves the fixed, variable, and exceptional items constituting the total remuneration and the benefits of any kind paid or awarded during the financial year 2017 to Mr. Didier Deconinck in his capacity as Chairman of the Supervisory Board, as set out in Section "Elements of compensation paid or attributed to Didier Deconinck, in his capacity as Chairman of the Supervisory Board the during year ended December 31, 2017" of the 2017 Registration Document. Fourteenth Resolution (Approval of the principles and criteria for determining, distributing, and allocating Mr. Glen Morrison's compensation as Chairman of the Management Board) The General Meeting, acting with the quorum and majority requirements for ordinary general meetings, approves the principles and criteria of determination, distribution, and allocation of fixed, variable, and exceptional components of total compensation and benefits of any nature attributable to Mr. Glen Morrison in his capacity as Chairman of the Management Board, as set out in Sections "Principles of the Management Board member s compensation" and "Criteria for the remuneration of the Chairman of the Management Board" of the 2017 Registration Document. Fifteenth Resolution (Approval of the principles and criteria for determining, distributing, and allocating the remuneration of the Chairman of the Supervisory Board) The General Meeting, acting with the quorum and majority requirements for ordinary general meetings, approves the principles and criteria of determination, distribution, and allocation of fixed, variable, and exceptional components of total compensation and benefits of any nature attributable to the Chairman of the Supervisory Board, as set out in section "Principles and criteria making up the remuneration components of the members of the Supervisory Board" of the 2017 Registration Document. Sixteenth Resolution (Approval of the principles and criteria for determining, distributing, and allocating the remuneration of the members of the Supervisory Board) The General Meeting, acting with the quorum and majority requirements for ordinary general meetings, approves the principles and criteria of determination, distribution, and allocation of fixed, variable, and exceptional components of total compensation and benefits of any nature attributable to the members of the Supervisory Board, as set out in section "Principles and criteria making up the remuneration components of the members of the Supervisory Board" of the 2017 Registration Document. Seventeenth Resolution (Authorization provided to the Management Board to trade in shares of the Company) The General Meeting, pursuant to the quorum and majority requirements applicable to ordinary shareholders meetings, and having reviewed the report of the Management Board, authorizes the Management Board to purchase or cause the purchase of the Company s shares, with the power to subdelegate as permitted by law, in accordance with Articles L et seq. of the French Commercial Code, for the purpose of: > Granting bonus shares pursuant to Articles L et seq. of the French Commercial Code; or > Granting bonus shares to employees or officers of the Company or an affiliate of the Company (in particular the Company s direct and indirect subsidiaries) under any plan that is not subject to Articles L et seq. of the French Commercial Code, and in particular under long term incentive plans; or 20

23 > Cancelling shares that are bought back but not allocated; or > Maintaining a liquidity market in Tarkett s shares through an investment services provider in the framework of a liquidity agreement that complies with the market ethics charter recognized by the AMF. The Company may buy back a number of shares such that: > The number of shares that the Company buys during the term of the share buyback program shall not exceed 10% of the shares making up the Company s share capital at any time, as adjusted following any transaction affecting it subsequent to this General meeting (such number being 6,372,269 shares as of December 31, 2016), provided, that where the shares are bought in order to maintain liquidity pursuant to the conditions defined by the AMF General Regulation, the number of shares taken into account for purposes of calculating the 10% limit provided for above shall be the number of shares bought less the number of shares resold during the period of the authorization; and > The number of shares that the Company holds may not at any time exceed 10% of the shares comprising the Company s share capital on the date in question. Shares may be bought, sold or transferred at any time (other than during a tender offer for the Company s shares) up to the limits authorized under applicable laws and regulations, on regulated markets or multilateral trading facilities, through systematic internalizers or over the counter, including through block trades (without limiting the portion of the buyback program that may be carried out by this means), by tender or exchange offer, or through the use of options or other derivative Financial Instruments traded on regulated markets, multilateral trading facilities, through systematic internalizers or over the counter, or by delivery of shares following the issuance of securities giving access to the Company s share capital by conversion, exchange, reimbursement, exercise of a warrant or in any other manner, either directly or indirectly through an investment services provider acting pursuant to the conditions of Article L II of the French Commercial Code. The maximum share purchase price in connection with this resolution is 60. The General Shareholders Meeting delegates to the Management Board, in the event of a change in the shares par value, a capital increase by incorporation of reserves, a grant of bonus shares, a stock split or a reverse stock split, a distribution of reserves or of any other assets, a capital redemption, or any other transaction affecting shareholders equity, the power to adjust the maximum purchase price stated above in order to account for the effect of such transactions on the value of the shares. The total amount allocated to the share buyback program authorized above may not be greater than 15 million. The General Shareholders Meeting grants all powers to the Management Board, with the power to delegate as permitted by law, to decide upon and implement this authorization, to specify, if necessary, its terms and conditions, to carry out the share buyback program, and in particular to place any stock market order, to enter into any agreement, to allocate or reallocate the acquired shares for their intended purposes in accordance with applicable laws and regulations, to set the terms and conditions governing the maintenance of shareholder or option holder rights in accordance with legal, regulatory or contractual provisions, to file any declarations with the AMF or any other competent authority and to carry out all other formalities and, generally, to perform all necessary acts. As of the date hereof and up to the amount, if any, that has not yet been used, this authorization cancels any power previously given to the Management Board to trade in the Company s shares. It is given for a period of 18 months as from the date hereof. Extraordinary business Eighteenth Resolution (Authorization granted to the Management Board to allocate bonus shares to employees and/or certain corporate officers of the Company or related companies, the duration of the authorization, the ceiling, the duration of the vesting and retention periods) The General Shareholders Meeting, pursuant to the quorum and majority requirements applicable to extraordinary shareholders meetings and in accordance with applicable law, including Article L et seq. of the French Commercial Code, after reviewing the report of the Management Board, and the special report of the Statutory Auditors: authorizes the Management Board, as from the date of this General Shareholders Meeting, and for a duration to expire at the close of the General Shareholders Meeting called to approve the financial statements for the financial year ending December 31, 2017, to carry out, with the prior authorization of the Supervisory Board, one or more free grants of existing shares of the Company, subject to the performance conditions set by the Management Board and approved by the Supervisory Board and upon the proposal of the Nominations and Compensation Committee, pursuant to the terms set forth below. The total number of existing shares of the Company to be granted pursuant to this Resolution may not represent more than 1% of the Company s share capital on the date of this Meeting, it being specified that the grants made pursuant to this Resolution to each of the members of the Company s Management Board must be authorized in advance by the Supervisory Board, must be fully subject to performance conditions, and may not represent more than 30% of the number of shares authorized by this Resolution. The beneficiaries will be some or all of the eligible employees and/or company officers (within the meaning of Article L II paragraph 1 of the French Commercial Code and subject to compliance with Articles L and L of such Code) of the Company or of companies or groups that are related to the Company within the meaning of Article L of the French Commercial Code, or certain categories thereof. At the time of each grant decision, the Management Board shall determine, on the basis of the recommendations of the Nominations and Compensation Committee and as permitted by law, the vesting period following which the share grant shall become final. The vesting period may not be less than two years from the date of the share grant. At the time of each grant decision, the Management Board shall determine, on the basis of the recommendations of the Nominations and Compensation Committee, where applicable, the retention period to which the grant beneficiaries will be bound, which period shall run from the vesting date of the shares and which may be eliminated, since the vesting period may not be less than two years. In the event that a beneficiary becomes disabled, as defined in the second or third category set forth in Article L

24 of the French Social Security Code, the shares shall be definitively granted before the end of the remaining vesting period, and shall be immediately transferable. The existing shares that may be granted pursuant to this Resolution shall be acquired by the Company, either pursuant to Article L of the French Commercial Code, or, where applicable, under the share buyback program proposed in the Eleventh Resolution above, in accordance with Article L of the French Commercial Code, or any other share buyback program that may apply at a later date. In that regard, the General Shareholders Meeting grants all powers to the Management Board, subject to the prior authorization of the Supervisory Board, to implement this authorization, and, in particular, to: > Determine the beneficiaries, the grant criteria (in particular with respect to performance and continued employment), the number of shares to be granted to each of them, the terms and conditions for the share grants and, in particular, the vesting period and retention period applicable to each grant, subject to the minimum periods defined by this Resolution; > Set, upon the proposal of the Nominations and Compensation Committee, pursuant to legal conditions and limits, the dates on which such free share grants shall be made; > Determine the dividend date for the newly issued shares, which date may be retroactive; > Decide the terms pursuant to which the number of shares granted will be adjusted in order to preserve the beneficiaries rights; and > More generally, enter into any agreements, prepare any documents, and carry out any formalities or filings with any bodies, and do all that may otherwise be necessary. The Management Board shall inform the Ordinary Shareholders Meeting each year of the grants carried out in connection with this Resolution, in accordance with Article L of the French Commercial Code. Ordinary business Nineteenth Resolution (Powers for formalities) The General Shareholders Meeting grants all powers to the bearer of an original, a copy or an extract of the minutes of this General Shareholders Meeting to carry out all filings, formalities, and publications required by law. 22

25 VII. MANAGEMENT BOARD S REPORT ON DRAFT RESOLUTIONS PRESENTED TO THE GENERAL SHAREHOLDERS MEETING 1. Approval of the Company and Consolidated Financial Statements for Financial Year 2017 (1 st and 2 nd resolutions) In its first and second resolutions, the Management Board asks the Meeting to approve the Company financial statements and the Consolidated Financial Statements as of and for the financial year ended December 31, 2017, which show: > For the company accounts, the income statement shows a net profit of 51,920,613 in 2017 compared with 9,769,475 in 2016; > For the consolidated financial statements, net result of ( 38.7) million in 2017 compared to million in The details of the accounts and the reports of the corresponding statutory auditors appear in Chapters 4 "Review of the financial position and results" and 5 "Financial statements" of the Reference Document. 2. Allocation of the results and determination of the dividend amount (3 rd resolution) The purpose of the third resolution is to ask the Meeting: (i) To allocate the results; (ii) To set the dividend at 0.60 per share, payable in cash, for the financial year ended December 31, The dividend will be paid on July 5, Regulated agreements and commitments (4 th resolution) The fourth resolution presents to the Meeting the commitments or agreements referred to in Articles L et seq. of the French Commercial Code that were entered into or remained in force during the financial year ended December 31, 2017, as presented in the Statutory Auditors special report (included in Section 8.6 Special Report of the Statutory Auditors on the regulated agreements and commitments of the 2017 Registration Document). The Management Board specifies that during the year ended December 31, 2017, a new series of agreements were concluded, some of those concluded in previous years continued, and some ended. 4. Renewal of mandates and appointments within the Supervisory Board (5 th to 8 th resolutions) The mandates of Messieurs Didier Deconinck and Eric La Bonnardière (Members of the Supervisory Board) and Julien Deconinck (observer) expire at the end of the General Meeting of April 26, In addition, at the Supervisory Board meeting of February 8, 2018, Mr. Bernard-André Deconinck announced his resignation as a member of the Supervisory Board, effective as of the day of the General Meeting of April and the dual condition precedent to retain a presence on the Board, as an observer, and the appointment of Mr. Julien Deconinck as a new member of the Supervisory Board. It is submitted to the approval of the General Meeting, after analysis of the Nominations and Compensation Committee, the extension of the mandate of Mr. Didier Deconinck as a member of the Supervisory Board for a period of four (4) years (5 th resolution). It is submitted to the approval of the General Meeting, after analysis of the Nominations and Compensation Committee, the extension of the mandate of Mr. Eric La Bonnardière as a member of the Supervisory Board for a period of four (4) years (6 th resolution). It is submitted to the approval of the General Meeting, after analysis of the Nominations and Compensation Committee, the appointment of Mr. Julien Deconinck as a member of the Supervisory Board for a period of four (4) years (7 th resolution). It is submitted to the approval of the General Meeting, after analysis of the Nominations and Compensation Committee, the appointment of Mr. Bernard-André Deconinck as an observer of the Supervisory Board for a period of four (4) years (8 th resolution). A summary of the biographies of all these nominees can be found in section of the 2017 Registration Document. 5. Approval of the compensation paid or awarded for the 2017 financial year to corporate officers (9 th to 13 th resolutions) In application of the recent provisions of the French Commercial Code (Article L ), the General Meeting is asked to approve the fixed, variable, and exceptional components of the total remuneration and benefits of any kind paid or attributed by the Company in financial year 2017 to Mr. Michel Giannuzzi (Chairman of the Management Board until August 31, 2017, 9 th resolution), to Mr. Glen Morrison (Chairman of the Management Board as of September 1, 2017, 10 th resolution) to Mr. Fabrice Barthélemy (member of the Management Board, his full compensation due under the terms of his employment contract as President of the EMEA Division, 11 th resolution), to Mrs. Sharon MacBeath (member of the Management Board, her full remuneration being due under her employment contract as Director of Human Resources and Communication, 12 th resolution), and to Mr. Didier Deconinck (Chairman of the Supervisory Board, 13 th resolution) as presented to the Section "Consultation on the components of the compensation paid or granted for the year ended December 31, 2017" of the 2017 Registration Document. You are asked to vote in favor of all of these compensation items, which were analyzed by the Nominations and Compensation Committee, and comply with the recommendations of the Afep-Medef Code. 6. Approval of the principles and criteria for determining, distributing, and allocating the remuneration components for the 2018 financial year of the executive corporate officers (14 th to 16 th resolutions) In accordance with the recent provisions of the French Commercial Code (Article L ), the General Meeting is asked to approve the principles and criteria for the determination, distribution, and allocation of fixed, variable, and exceptional components of total compensation and benefits of any kind, attributable in the 23

26 2018 financial year, to Mr. Glen Morrison (Chairman of the Management Board, 14 th resolution) to Mr. Didier Deconinck (Chairman of the Supervisory Board, 15 th resolution) ), and the members of the Supervisory Board (16 th resolution) as set out in Section "Consultation on compensation principles and criteria composing the elements of remuneration of the corporate officers" of the 2017 Registration Document. You are asked to vote in favor of all of these compensation items, which were analyzed by the Nominations and Compensation Committee, and comply with the recommendations of the Afep-Medef Code. 7. Authorization provided to the Management Board to trade in shares of the Company (17 th resolution) To ensure that the Company is at all times able to buy back its own shares, a resolution is submitted for your approval to authorize the Management Board, with the power to sub-delegate as permitted by law, to purchase or cause the purchase of shares of the Company, in order to carry out the following transactions: > to grant bonus shares pursuant to Articles L et seq. of the French Commercial Code; or > to grant bonus shares to employees or officers of the Company or an affiliate of the Company (in particular the Company s direct and indirect subsidiaries) under any plan that is not subject to Articles L et seq. of the French Commercial Code, and in particular under long term incentive plans; or > to cancel shares that are bought back but not allocated; or > to maintain a liquidity market in Tarkett s shares through an investment services provider in the framework of a liquidity agreement that complies with the market ethics charter recognized by the AMF. The share buyback program could also be used in order to carry out any market practice permitted by the AMF, and, more generally, to carry out any transaction that complies with applicable regulations. Tarkett s shareholding is subject to applicable regulations. Purchases, sales and transfers could be carried out at any time, up to the limits authorized by applicable laws and regulations (other than during a tender offer), and by any means. The Company could buy back a number of shares such that: > the number of shares that the Company buys during the term of the share buyback program shall not exceed 10% of the shares making up the Company s share capital at any time, as adjusted following any transaction affecting it subsequent to this General meeting (such number being 6,372,269 shares as of December 31, 2017), provided, that where the shares are bought in order to maintain liquidity pursuant to the conditions defined by the AMF General Regulation, the number of shares taken into account for purposes of calculating the 10% limit provided for above shall be the number of shares bought less the number of shares resold during the period of the authorization; and > the number of shares that the Company holds may not at any time exceed 10% of the shares comprising the Company s share capital on the date in question. Shares could be bought, sold or transferred at any time (other than during a tender offer for the Company s shares) up to the limits authorized under applicable laws and regulations, on regulated markets or multilateral trading facilities, through systematic internalizers or over the counter, including through block trades (without limiting the portion of the buyback program that may be carried out by this means), by tender or exchange offer, or through the use of options or other derivative Financial Instruments traded on regulated markets, multilateral trading facilities, through systematic internalizers or over the counter, or by delivery of shares following the issuance of securities giving access to the Company s share capital by conversion, exchange, reimbursement, exercise of a warrant or in any other manner, either directly or indirectly through an investment services provider acting pursuant to the conditions of Article L II of the French Commercial Code. It is recommended that you set the maximum purchase price at 60 per share. The General Shareholders Meeting would delegate to the Management Board the power to adjust the maximum purchase price stated above in order to account for the effect of such transactions on the value of the shares, in the event of a change in the shares par value, a capital increase by incorporation of reserves, a grant of bonus shares, a stock split or a reverse stock split, a distribution of reserves or of any other assets, a capital redemption, or any other transaction affecting shareholders equity. The total amount allocated to the share buyback program authorized above may not be greater than 15 million. As of the date hereof and up to the amount, if any, that has not yet been used, this authorization would cancel any power previously given to the Management Board to trade in the Company s shares. This authorization would be given for a period of eighteen months from the date hereof. 8. Authorization granted to the Management Board to allocate bonus shares to employees and/or certain corporate officers of the Company or related companies, the duration of the authorization, the ceiling, the duration of the vesting and retention periods (18 th resolution) We ask you to grant the Management Board authorization to make free grants, subject to the achievement of performance conditions determined by the Management Board in agreement with the Supervisory Board and upon the recommendation of the Nominations and Compensation Committee, of existing shares of the Company not representing more than 1% of the Company s share capital on the date of the General Shareholders Meeting to members or certain members of the salaried staff and/or certain company officers of the Company or its affiliated companies. We note that the grants that would be made under this Resolution to members of the Management Board would be approved in advance by the Supervisory Board, would be fully subject to performance conditions, and could not represent more than 30% of the shares covered by this Resolution. In connection with the authorization, we ask you to provide that the Management Board will have the authority each time it makes a grant decision to determine, on the basis of the recommendations of the Nominations and Compensation Committee and pursuant to the law, the vesting period following which the share grant will become final, which period may not be less than two years from the share grant date. 24

27 We also ask you to provide that the Management Board will have the authority each time it makes a grant decision to determine, on the basis of the recommendations of the Nominations and Compensation Committee, where applicable, the retention period to which the grant beneficiaries will be bound, which period shall run from the vesting date of the shares and which may be eliminated, since the vesting period may not be less than two years. We also ask you to provide that in the event that a beneficiary becomes disabled, as defined in the second or third category set forth in Article L of the French Social Security Code, the shares shall be definitively granted before the end of the remaining vesting period, and shall be immediately transferable. We propose that the existing shares that may be granted pursuant to this authorization be acquired by the Company, either pursuant to Article L of the French Commercial Code, or, where applicable, under the share buyback program proposed in the twentieth resolution, in accordance with Article L of the French Commercial Code, or any other share buyback program that may apply at a later date. We ask you to grant this authorization as from the date of the General Shareholders Meeting of April 26, 2018, for a duration to expire at the close of the General Shareholders Meeting called to approve the financial statements for the financial year ending December 31, 2018, Within that framework, you will be asked to grant all powers to the Management Board, subject to the limits set forth above and subject to the prior authorization of the Supervisory Board, to implement this authorization, and, in particular, to: > Determine the beneficiaries, the grant criteria (in particular with respect to continued employment and, where applicable, performance), the number of shares to be granted to each of them, the terms and conditions for the share grants and, in particular, the vesting period and retention period applicable to each grant, subject to the minimum periods defined by this Resolution; > Set, upon the proposal of the Nominations and Compensation Committee, pursuant to legal conditions and limits, the dates on which such free share grants shall be made; > Determine the dividend date for the newly issued shares; > Decide the terms pursuant to which the number of shares granted will be adjusted in order to preserve the beneficiaries rights; and > More generally, with the power to delegate and subdelegate as permitted by law, enter into any agreements, prepare any documents, and carry out any formalities or filings with any bodies, and do all that may otherwise be necessary. We hope that you will approve all of the resolutions submitted for your vote. The Management Board 25

28 VIII. REQUEST FOR DOCUMENTS OR FURTHER INFORMATION Combined Shareholders Meeting Thursday April 26, 2018 (9:30 AM) Tarkett Head Office Auditorium Tour Initiale, 1 Terrasse Bellini Paris la Défense, France To be sent to : CACEIS Corporate Trust Service Assemblées Générales Centralisées 14 rue Rouget de Lisle ISSY-LES- MOULINEAUX Cedex 9 I the undersigned :. Surname :. First Name : Address :.. Holder of registered shares And/or bearer shares. of Tarkett. acknowledge having received the documents and information concerning the Shareholders Meeting of 26 April 2018 as provided for by article R of the French Commercial Code request documents and information concerning the Shareholders Meeting of 26 April 2018 as listed in article R of the French Commercial Code. Done at.., on 2018 Signature Under article R paragraph 3 of the French Commercial Code, shareholders holding registered shares may, upon simple request, obtain documents and information from the Company, as listed in articles R and R of the French Commercial Code, at each subsequent Shareholders Meeting. Shareholders wishing to take up this option should use this form. 26

29 IX. HOW TO GET TO THE SHAREHOLDERS MEETING? 27