150,000,000. La Financière ATALIAN S.A.S. (a société par actions simplifiée organized under the laws of the Republic of France)

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1 NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES 150,000,000 La Financière ATALIAN S.A.S. (a société par actions simplifiée organized under the laws of the Republic of France) 7.25% Senior Notes due 2020 Guaranteed on a senior basis by Atalian S.A.S.U. and Atalian Cleaning S.A.S. (formerly TFN Val S.A.S.) We are offering (the Offering ) 150,000,000 aggregate principal amount of our 7.25% Senior Notes due 2020 (the New Notes ). The New Notes are being offered under an indenture dated as of January 17, 2013 (the Indenture ) pursuant to which we issued 250,000,000 aggregate principal amount of our 7.25% Senior Notes due 2020 (the Original Notes and, together with the New Notes, the Notes ). The New Notes and the Original Notes are treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. We will pay interest on the New Notes semi-annually in arrears on each January 15 and July 15, commencing on July 15, The Notes will mature on January 15, Interest on the New Notes will accrue from January 15, We may redeem some or all of the Notes on or after January 15, 2017, at the redemption prices set forth in these listing particulars. Prior to January 15, 2017, we may redeem, at our option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make whole premium, as described in these listing particulars. Additionally, we may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain events constituting a change of control, we will be required to offer to repurchase all of the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. The New Notes will be our senior obligations and will be guaranteed on a senior basis by our subsidiaries, Atalian S.A.S.U. and Atalian Cleaning S.A.S. (formerly TFN Val S.A.S.) (together the Guarantors, and each a Guarantor ). The Guarantors are holding companies that generate an insignificant amount of revenue and principally incur costs. The New Notes and the guarantees (the Guarantees ) will rank pari passu in right of payment with any of our and the Guarantors existing and future indebtedness that is not subordinated in right of payment to the New Notes or the Guarantees, respectively. The New Notes and the Guarantees will be senior in right of payment to any of our and the Guarantors existing and future indebtedness that is subordinated in right of payment to the New Notes and the Guarantees, respectively. The New Notes and the Guarantees will be effectively subordinated to any of our and the Guarantors respective existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The New Notes and the Guarantees will be structurally subordinated to any existing and future indebtedness of our subsidiaries that do not guarantee the Notes. The laws of the Republic of France may limit the enforceability of the Guarantees. Application has been made for the New Notes to be listed on the Official List of the Irish Stock Exchange and to be admitted to trading on the Global Exchange Market and for approval of these listing particulars by the Irish Stock Exchange. There is no assurance that the New Notes will be listed on the Official List of the Irish Stock Exchange and admitted to trading on the Global Exchange Market. Investing in the Notes involves risks. See Risk Factors beginning on page 18. Price: % plus accrued interest on the New Notes from January 15, 2016.

2 The New Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or the laws of any other jurisdiction and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the Offering is being made only to qualified institutional buyers ( QIBs ) (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act ( Rule 144A ). You are hereby notified that the initial purchasers of the New Notes and the related Guarantees may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the Offering is being made to non-u.s. persons in reliance on Regulation S under the Securities Act ( Regulation S ). See Notice to U.S. Investors and Transfer Restrictions for additional information about eligible offerees and transfer restrictions. The New Notes will be issued in registered form in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. The New Notes will be represented on issue by one or more global notes and the initial purchasers expect to deliver the New Notes in book-entry form through Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) on or about January 19, Joint Global Coordinators and Joint Bookrunners Crédit Suisse BNP PARIBAS Bookrunner Société Générale The date of these listing particulars is January 26, 2016.

3 TABLE OF CONTENTS NOTICE TO INVESTORS... i AVAILABLE INFORMATION... iv FORWARD-LOOKING STATEMENTS... v CERTAIN DEFINITIONS... vii PRESENTATION OF FINANCIAL AND OTHER INFORMATION... ix EXCHANGE RATE INFORMATION... xi SUMMARY... 1 SUMMARY CORPORATE AND FINANCING STRUCTURE... 8 THE OFFERING SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA RISK FACTORS USE OF PROCEEDS CAPITALIZATION SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INDUSTRY BUSINESS REGULATION MANAGEMENT PRINCIPAL SHAREHOLDER CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS DESCRIPTION OF THE NOTES BOOK-ENTRY; DELIVERY AND FORM TRANSFER RESTRICTIONS CERTAIN TAX CONSIDERATIONS PLAN OF DISTRIBUTION LEGAL MATTERS STATUTORY AUDITORS CERTAIN INSOLVENCY AND ENFORCEABILITY CONSIDERATIONS LISTING AND GENERAL INFORMATION INDEX TO FINANCIAL STATEMENTS... F-1 You should rely only on the information contained in these listing particulars. Neither we nor the Guarantors nor any of the initial purchasers has authorized anyone to provide you with information that is different from the information contained herein. If given, any such information should not be relied upon. Neither we nor the Guarantors nor any of the initial purchasers is making an offer of the New Notes in any jurisdiction where the Offering is not permitted. You should not assume that the information contained in these listing particulars is accurate as of any date other than the date on the front of these listing particulars. We expect that delivery of the New Notes will be made against payment on the New Notes on or about the date specified on the cover of these listing particulars, which is the fifth business day following the date of pricing of the New Notes (this settlement cycle is referred to as T+5 ). You should note that trading of the New Notes on the date of pricing or the next succeeding business day may be affected by the T+5 settlement. See Plan of Distribution.

4 NOTICE TO INVESTORS The Company is offering the New Notes, and the Guarantors will issue the Guarantees, in reliance on exemptions from the registration requirements of the Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The New Notes and the Guarantees have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the SEC ) or any other securities commission or regulatory authority, nor has the SEC or any such securities commission or authority passed upon the accuracy or adequacy of these listing particulars. Any representation to the contrary is a criminal offense in the United States. These listing particulars have been prepared by us solely for use in connection with the Offering. These listing particulars are personal to each offeree and do not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire New Notes. Distribution of these listing particulars to any person other than the prospective investor and any person retained to advise such prospective investor with respect to the purchase of New Notes is unauthorized, and any disclosure of any of the contents of these listing particulars, without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of these listing particulars, agrees to the foregoing and to make no photocopies of these listing particulars or any documents referred to in these listing particulars. In making an investment decision regarding the New Notes, prospective investors must rely on their own examination of our business and the terms of the Offering, including the merits and risks involved. In addition, neither we nor the initial purchasers nor any of their representatives are making any representation to you regarding the legality of an investment in the New Notes, and you should not construe anything in these listing particulars as legal, business or tax advice. You should consult your own advisors as to legal, tax, business, financial and related aspects of an investment in the New Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the New Notes or possess or distribute these listing particulars, and you must obtain all applicable consents and approvals; neither we nor the initial purchasers shall have any responsibility for any of the foregoing legal requirements. The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in these listing particulars. Nothing contained in these listing particulars is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future. We accept responsibility for the information contained in these listing particulars. To the best of our knowledge and belief, the information contained in these listing particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. However, the information set out under the headings Exchange Rate Information, Summary, Management s Discussion and Analysis of Financial Condition and Results of Operations, Industry and Business includes extracts from information and data, including industry and market data, released by publicly available sources in Europe and elsewhere. While we accept responsibility for the accurate extraction and summarization of such information and data, we have not independently verified the accuracy of such information and data and we accept no further responsibility in respect thereof. In addition, these listing particulars contain summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. However, as far as we are aware, no information or data has been omitted which would render reproduced information inaccurate or misleading. By receiving these listing particulars, you acknowledge that you have had an opportunity to request from us for review, and that you have received, all additional information you deem necessary to verify the accuracy and completeness of the information contained in these listing particulars. You also acknowledge that you have not relied on the initial purchasers in connection with your investigation of the accuracy of this information or your decision whether to invest in the New Notes. We reserve the right to withdraw the Offering at any time, we and the initial purchasers reserve the right to reject all or a part of any offer to purchase the New Notes, for any reason. We and the initial purchasers also reserve the right to sell less than all of the New Notes offered by these listing particulars or to sell to any purchaser less than the amount of New Notes it has offered to purchase. The distribution of these listing particulars and the Offering and sale of the New Notes in certain jurisdictions may be restricted by law. Persons into whose possession these listing particulars or any of the New Notes come must inform themselves about, and observe any restrictions on, the transfer and exchange of the New Notes. See Transfer Restrictions and Plan of Distribution. These listing particulars do not constitute an offer to sell or an invitation to subscribe for or purchase any of the New Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful i

5 to make such an offer or invitation. You must comply with all laws that apply to you in any place in which you buy, offer or sell any New Notes or possess these listing particulars. You must also obtain any consents or approvals that you need in order to purchase any New Notes. We and the initial purchasers are not responsible for your compliance with these legal requirements. The New Notes are subject to restrictions on resale and transfer as described under Transfer Restrictions and Plan of Distribution. By purchasing any New Notes, you will be deemed to have made certain acknowledgments, representations and agreements as described in those sections of these listing particulars. You may be required to bear the financial risks of investing in the New Notes for an indefinite period of time. The New Notes will be available in book-entry form only. We expect that the New Notes sold pursuant to these listing particulars will be issued in the form of one or more global notes in registered form without interest coupons attached, which will be deposited with, or on behalf of, a common depositary for the accounts of Euroclear and Clearstream, Luxembourg, and registered in the name of the nominee for the common depositary. Beneficial interests in the global notes will be shown on, and transfers of the global notes will be effected only through, records maintained by Euroclear, Clearstream, Luxembourg, and their respective participants. After the initial issuance of the global notes, New Notes in certificated form will be issued in exchange for the global notes only as set forth in the Indenture. See Book-Entry; Delivery and Form. The information set out in relation to sections of these listing particulars describing clearing arrangements, including the section entitled Book-Entry; Delivery and Form, is subject to any changes in, or reinterpretation of, the rules, regulations and procedures of Euroclear and Clearstream, Luxembourg currently in effect. While we accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream, Luxembourg, we accept no further responsibility in respect of such information. STABILIZATION IN CONNECTION WITH THE OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED (OR PERSONS ACTING ON BEHALF OF CREDIT SUISSE SECURITIES (EUROPE) LIMITED) (THE STABILIZING MANAGER ) MAY OVER-ALLOT NEW NOTES (PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF NEW NOTES ALLOTTED DOES NOT EXCEED 105% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NEW NOTES THAT ARE THE SUBJECT OF THE OFFERING) OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH WE RECEIVED THE PROCEEDS OF THE OFFERING, OR NO LATER THAN 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NEW NOTES, WHICHEVER IS THE EARLIER. NOTICE TO U.S. INVESTORS Each purchaser of New Notes will be deemed to have made the representations, warranties and acknowledgments that are described in these listing particulars under Transfer Restrictions. The New Notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or transfer of the New Notes, see Transfer Restrictions. THE NEW NOTES MAY NOT BE OFFERED TO THE PUBLIC IN ANY JURISDICTION. BY ACCEPTING DELIVERY OF THESE LISTING PARTICULARS, YOU AGREE NOT TO OFFER, SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NEW NOTE TO THE PUBLIC. NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA These listing particulars have been prepared on the basis that all offers of the New Notes in any Member State of the European Economic Area ( EEA ) (each, a Member State ) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Member State, from the requirement to publish a prospectus for offers of the New Notes. Accordingly, any person making or intending to make any offer in that Member State of New Notes which are the subject of the Offering contemplated in these listing particulars may only do so in circumstances in which ii

6 no obligation arises for us or the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor the initial purchasers have authorized, nor do they authorize, the making of any offer of the New Notes in circumstances in which an obligation arises for us or the initial purchasers to publish or supplement a prospectus for such offer. For the purposes of this provision, the expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each Member State. NOTICE TO INVESTORS IN FRANCE The New Notes have not been and will not be offered or sold to the public in the Republic of France, and no offering or marketing materials relating to the New Notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in the Republic of France. The New Notes may only be offered or sold in the Republic of France pursuant to article L II of the French Code monétaire et financier to (i) providers of third-party portfolio management investment services, (ii) qualified investors (investisseurs qualifiés) acting for their own account and/or (iii) a limited group of investors (cercle restreint d investisseurs) acting for their own account, all as defined in and in accordance with articles L , L and D , D , D , D.754-1, D of the French Code monétaire et financier. Prospective investors are informed that: (i) these listing particulars have not been submitted for clearance to the French financial market authority (Autorité des marchés financiers); (ii) individuals or entities referred to in article L II-2 of the French Code monétaire et financier may participate in the Offering for their own account, as provided under articles D 411-1, D 744-1, D and D of the French Code monétaire et financier; and (iii) the direct and indirect distribution or sale to the public of the New Notes acquired by them may only be made in compliance with articles L , L , L and L to L of the French Code monétaire et financier. NOTICE TO INVESTORS IN THE UNITED KINGDOM These listing particulars are for distribution only to, and are only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order ), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000 ( FSMA )) in connection with the issue or sale of any New Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons ). These listing particulars are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these listing particulars relate is available only to relevant persons and will be engaged in only with relevant persons. iii

7 AVAILABLE INFORMATION For so long as any of the New Notes are restricted securities within the meaning of Rule 144(a)(3) under the Securities Act and we are neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, we will furnish to any holder or beneficial owner of New Notes, or to any prospective purchaser designated by any such registered holder, upon the written request of any such person, the information required to be delivered pursuant to Rule 144A(d)(4). We are not currently subject to the periodic reporting and other information requirements of the Exchange Act. However, pursuant to the Indenture and so long as the New Notes are outstanding, we will furnish periodic information to the holders of the New Notes. See Description of the Notes Reports. iv

8 FORWARD-LOOKING STATEMENTS These listing particulars contain forward-looking statements, including statements about our markets and our strategy, future operations, industry forecasts, expected investments and target levels of leverage and indebtedness. Forward-looking statements provide our current expectations, intentions or forecasts of future events. Forward-looking statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not statements of historical fact. Words or phrases such as anticipate, believe, continue, ongoing, estimate, expect, intend, may, plan, potential, predict, project, target, seek or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in our forward-looking statements for many reasons, including the factors described in the section entitled Risk Factors in these listing particulars. For example, factors that could cause our actual results to vary from projected future results include, but are not limited to: the demand for the services we offer and global and regional economic conditions; the substantial concentration of our sales in France; risks related to our growth strategy, including failure to identify or accurately evaluate suitable acquisition candidates or to complete or integrate acquisitions successfully and/or in a timely manner; complexities related to compliance with legislative and regulatory requirements, including tax rules and labor, employment and social security legislation, of many jurisdictions as a result of our international operations and decentralized organizational structure; foreign exchange risks; price and margin pressures; the highly competitive nature of our industry; changes in or violations of laws and regulations, including labor, employment and social security laws and regulations, including any changes to the CICE or the accounting or tax treatment thereof; the variation of our payroll costs; our ability to meet our additional financial and other reporting requirements or to implement effective internal controls and other standards; risks related to our provision of services to companies in highly regulated industries; the occurrence of events damaging our reputation or public opinion; risks related to any divestments we may undertake; risks related to the termination of the service contracts by our customers, in particular our larger customers; political and administrative decisions affecting our public sector contracts; our ability to win new contracts; our ability to maintain effective project and site management; our ability to hire and retain enough sufficiently qualified technicians to support our operations; our relationships with our employees and trade unions and risks related to the failure to extend, renew or renegotiate on favorable terms our Group-specific collective bargaining agreements; v

9 any impairment of goodwill; our dependence on the continued service and skills of our management team or other key personnel; the threat, institution or adverse determination of claims against us; claims or penalties relating to the working conditions of our employees; our potential liability for actions of our employees, including damage to property, violations of environmental and/or occupational health and safety regulations, or willful misconduct or other tortious acts; our potential incurrence of liabilities that are not covered by insurance; our ability to meet applicable cleanliness, safety or security standards; the interests of our ultimate principal shareholder; any failure by our computer systems to perform their functions adequately or without interruption; the tax risks we may face; legal and arbitration proceedings, the outcomes of which are difficult to predict; the current credit environment in Europe; and the stability of the European Monetary Union. Accordingly, prospective investors should not rely on these forward-looking statements, which speak only as of the date of these listing particulars or as otherwise indicated. We do not have any obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of such forward-looking statement or to reflect the occurrence of unanticipated events. In addition, from time to time we and our representatives, acting in respect of information provided by us, have made or may make forward-looking statements orally or in writing. These forward-looking statements may be included in, but are not limited to, press releases (including on our website), reports to our security holders and other communications. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The risks described in the Risk Factors section of these listing particulars are not exhaustive. Other sections of these listing particulars describe additional factors that could adversely affect our business, financial condition or results of operations. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risks; nor can we assess the impact of all such risks on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, prospective investors should not place undue reliance on forward-looking statements as a prediction of actual results. vi

10 CERTAIN DEFINITIONS Unless indicated otherwise in these listing particulars or the context requires otherwise, the following terms have the following meanings assigned to them. In particular, capitalized terms set forth and used in the section entitled Description of the Notes may have different meanings from the meanings given to such terms and used elsewhere in these listing particulars: Bilateral Facilities... Four facilities for a total maximum amount of 60.0 million (each for a maximum amount of 15.0 million) made available to Atalian S.A.S.U. pursuant to the Bilateral Facility Agreements. Bilateral Facility Agreements... Each of the following facility agreements: (a) the facility agreement entered into on November 27, 2015 between Atalian S.A.S.U. and BNP Paribas; (b) the facility agreement entered into on December 9, 2015 between Atalian S.A.S.U. and La Caisse Régionale de Crédit Agricole Mutuel de Paris et d Ile de France, as amended on January 7, 2016; (c) the facility agreement entered into on December 28, 2015 between Atalian S.A.S.U. and CIC Est; and (d) the facility agreement entered into on December 29, 2015 between Atalian S.A.S.U. and Société Générale as amended on January 6, 2016 (the SG Facility Agreement ), in each case as amended, supplemented, varied, novated, extended or replaced from time to time. Company or Issuer... La Financière ATALIAN S.A.S., a société par actions simplifiée organized under the laws of the Republic of France. CICE... Competitiveness and employment tax credit (crédit d impôt pour la compétitivité et l emploi) adopted in the French Budget Law for 2012, no , on December 29, 2012, as this tax credit has subsequently been amended. EU... The European Union. euro, euros, or EUR... The lawful currency of the member states participating in the third stage of the Economic and Monetary Union under the Treaty Establishing the European Community, as amended from time to time. Factoring Facility... The factoring facility available pursuant to the Factoring Facility Agreements. Factoring Facility Agreements... The factoring facility agreements entered into on April 3, 2012, January 3, 2013, February 19, 2013, April 28, 2014 and October 14, 2014 among various affiliates of the Company and Eurofactor S.A., as amended, supplemented, varied, novated, extended or replaced from time to time. fiscal year 2015/14... The Company s fiscal year ended August 31, fiscal year 2014/13... The Company s fiscal year ended August 31, fiscal year 2013/12... The Company s fiscal year ended August 31, Group... The Company and its consolidated subsidiaries. Guarantors... Atalian S.A.S.U. and Atalian Cleaning S.A.S. (formerly TFN Val S.A.). IFRS... International Financial Reporting Standards, as adopted by the European Union. Indenture... Indenture dated as of January 17, 2013 between, among others, the Company and The Bank of New York Mellon, as trustee, governing the Notes as described in Description of the Notes. initial purchasers... Each of Credit Suisse (Europe) Limited, BNP PARIBAS and Société Générale. Issue Date... The date of the issuance of the New Notes offered hereby. Moody s... Moody s Investors Service Ltd. New Notes... The 150,000,000 aggregate principal amount of Notes to be issued on the Issue Date. Notes... The New Notes together with the Original Notes. Original Notes... The 250,000,000 aggregate principal amount of 7.25% Notes issued by the Issuer on January 17, Revolving Credit Facility.. The revolving credit facility providing for borrowings in an amount of up to 18.0 million, made available pursuant to the Revolving Credit Facility Agreement. Revolving Credit Facility Agreement... The revolving credit facility agreement entered into on January 3, 2013, as amended on July 26, 2013 and on January 6, 2016, among Atalian S.A.S.U., as borrower, the lenders from time to time party thereto, and Société Générale, as sole administrative agent and security agent, as amended, supplemented, varied, novated, extended or replaced from time to time. vii

11 Senior Credit Agreement.. The senior credit agreement dated July 31, 2009, as amended on April 2, 2012, among, inter alios, Atalian S.A.S.U., TFN Val S.A.S (since renamed Atalian Cleaning S.A.S.) and TFN Propreté S.A., as borrowers, the Issuer, as guarantor, the senior lenders named therein, and La Caisse Régionale de Crédit Agricole Mutuel de Paris et d Ile de France, as agent and security agent, which was repaid in full and cancelled in January SG Facility... A Bilateral Facility for a total maximum amount of 15.0 million made available to Atalian S.A.S.U. pursuant to the SG Facility Agreement. S&P... Standard & Poor s Rating Services. UFS... United Facility Solutions. United States or U.S.... The United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. U.S. dollars, dollars, U.S.$ or $... The lawful currency of the United States. viii

12 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial Data The Company is the parent company of the Group. These listing particulars include the audited consolidated financial statements of the Group as of and for the fiscal year ended August 31, 2013 (the 2013/12 Consolidated Financial Statements ), as of and for the fiscal year ended August 31, 2014 (the 2014/13 Consolidated Financial Statements ) and as of and for the fiscal year ended August 31, 2015 (the 2015/14 Consolidated Financial Statements, and together with the 2014/13 Consolidated Financial Statements and the 2013/12 Consolidated Financial Statements, the Consolidated Financial Statements ). The Consolidated Financial Statements have been prepared in accordance with IFRS. The Consolidated Financial Statements cover the Guarantors and non-guarantor subsidiaries. Certain figures contained in these listing particulars, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables contained in the listing particulars may not conform exactly to the total figure given for that column or row. We prepare our Consolidated Financial Statements in euros. Other Financial Measures We present EBITDA and Estimated Adjusted EBITDA data in these listing particulars: EBITDA. We define EBITDA as operating profit, as reported in our Consolidated Financial Statements, adjusted to exclude the following line items, each of which as reported in our Consolidated Financial Statements: depreciation and amortization, net, and provisions and impairment losses, net. EBITDA corresponds to the line item Recurring operating profit before depreciation, amortization, provisions and impairment losses in our audited consolidated income statement included in the Consolidated Financial Statements. For consistency, we are referring to this item as EBITDA throughout these listing particulars (excluding the Consolidated Financial Statements). EBITDA excludes from our consolidated and segment results the impact of intercompany charges for management fees. Management fees of 52.7 million, 33.6 million and 36.6 million were invoiced by our holding companies (consisting of the Issuer and the Guarantors) to our operating companies in fiscal year 2013/12, fiscal year 2014/13 and fiscal year 2015/14, respectively. Estimated Adjusted EBITDA We present Estimated Adjusted EBITDA to give effect to (i) the acquisitions we completed during fiscal year 2015/14 and (ii) our acquisition of Temco Service Industries, Inc. ( Temco ) on January 8, 2016 as if they had each occurred on September 1, Estimated Adjusted EBITDA does not give effect to certain other acquisitions completed since August 31, 2015 and which we do not regard as material individually or in the aggregate to our business, results of operations or financial condition. See Management s Discussion and Analysis of Financial Condition and Results of Operations Factors Affecting Our Results of Operations Acquisitions and divestments Acquisitions. We have prepared Estimated Adjusted EBITDA as follows: for those companies acquired on or after September 1, 2014 and before August 31, 2015, except for Aspen sp. z.o.o. ( Aspen ) in Poland, Estimated EBITDA is determined through the annualization of EBITDA (as defined above) attributable to such acquired entity during the period from the date of acquisition to August 31, 2015; for Aspen, Estimated EBITDA is equal to the actual EBITDA (as defined above) generated by this company in its management accounts for the year ended August 31, 2014, which is Aspen s most recent full financial year prior to our acquisition of that company in August 2015 for which accounts are available; and for Temco, Estimated EBITDA is equal to the actual EBITDA (as defined above) generated by this company during the twelve months ended September 30, 2015, based on its unaudited results of operations under generally accepted accounting principles in the United States of America ( U.S. GAAP ) and adjusted to (i) add back a non-recurring $2.5 million change of control bonus accrued for in the fiscal year ended September 30, 2015 and paid to Temco s CEO on the acquisition date, January 8, 2016, (ii) exclude $1.5 million relating to the EBITDA attributable to BIK, a temporary staffing agency previously part of the Temco group, which we did not acquire, and (iii) add back $0.5 million of non-recurring legal expenses relating to a proceeding with the New York City Comptroller. The exchange rate of the U.S. dollar against the euro on January 8, 2016 was U.S.$ to 1. The Company has carried out a high-level analysis of the differences between ix

13 the Group s significant accounting policies and Temco s accounting policies based on Temco s financial statements and concluded that there were not significant differences between the two at the EBITDA level. EBITDA and Estimated Adjusted EBITDA are not specifically prescribed line items under IFRS. EBITDA and Estimated Adjusted EBITDA are not measures of financial condition, liquidity or profitability and should not be considered as alternatives to the profit for the period determined in accordance with IFRS, cash flows generated by operating activities determined in accordance with IFRS or any other measure prescribed by IFRS. We believe that the inclusion of EBITDA and Estimated Adjusted EBITDA is useful to investors because it provides investors the same information that we use internally for purposes of assessing our operating performance. EBITDA and Estimated Adjusted EBITDA have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results of operations. Because not all companies calculate EBITDA and Estimated Adjusted EBITDA identically, this presentation of EBITDA and Estimated Adjusted EBITDA may not be comparable to the similarly titled measures of other companies. The Estimated Adjusted EBITDA data presented herein is for informational purposes only. This information does not purport to present the actual EBITDA we would have achieved had each of the acquisitions for which an adjustment is estimated actually occurred on September 1, There are material limitations inherent to the use of Estimated Adjusted EBITDA. The calculations for Estimated EBITDA are based on various assumptions, management estimates and (to the extent described above) the audited financial statements or management accounts, as the case may be, of the acquired businesses, which are based on accounting principles other than IFRS. The Estimated Adjusted EBITDA data has not been, and cannot be, audited, reviewed or verified by any independent accounting firm. This information is inherently subject to risks and uncertainties. It may not give an accurate or complete picture of the financial condition or results of operations of the acquired businesses for periods prior to their acquisition, may not be comparable to our Consolidated Financial Statements or the other financial information included in these listing particulars and should not be used as the basis of projections of the results of operations for our group for any future period. Market, Economic and Industry Data Information relating to markets, market size, market share, market position, growth rates, penetration rates and other industry data pertaining to our business contained in these listing particulars is based on our estimates and is provided solely for illustrative purposes. In many cases, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market-related analyses and estimates, thus requiring us to rely on market data developed internally. Consequently, we have made our estimates largely based on internal studies. We have also compiled, extracted and reproduced market or other industry data from external sources, including third parties or industry or general publications, for the purposes of our internal studies. These sources include statistics compiled by the Institute of Statistics and Economic Studies ( INSEE ) database as at August 13, 2015, reports entitled Le marché du facility management dated April 2014 and October 2015 published by Xerfi and a report entitled Le Marché des Prestations de Total FM, Multiservices et Multitechniques en France, 2014, dated March 2014 by MSI Reports Sarl ( MSI ) regarding the market for outsourced services and facility management in France. In considering the industry and market data included in these listing particulars, prospective investors should note that this information may be subject to significant uncertainty due to differing definitions of the relevant markets and market segments described, as well as the following additional uncertainties: the defined markets may include a range of services that do not have a strict and uniform definition; the defined markets may include several geographic markets, and the applicable market structures and definitions may differ among these markets; the defined markets may be comprised of fragmented industries resulting in the availability of only limited reliable information; and the defined markets are sensitive to the inclusion or exclusion of non-outsourced services. While we have compiled, extracted and reproduced market or other industry data from external sources, neither we nor the initial purchasers have independently verified such data. While we accept responsibility for the accurate extraction and summarization of such information and data, we have not independently verified the accuracy of such information and data and we accept no further responsibility in respect thereof. Similarly, while we believe our internal estimates to be reasonable, they have not been verified by any independent sources, and we cannot confirm their accuracy or that other persons would agree with our calculations and estimates. x

14 EXCHANGE RATE INFORMATION The following table sets forth, for the periods set forth below, the period end, average, high and low exchange rates as published by Bloomberg Composite Rate (New York), expressed as U.S. dollars per The Bloomberg Composite Rate is a best market calculation, in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate. Neither we nor the initial purchasers make any representation that the Euro or U.S. dollar amounts referred to in these listing particulars have been, could have been or could, in the future, be converted into U.S. dollars or Euro, as the case may be, at any particular rate, if at all. U.S. dollars per 1.00 Year High Low Average (1) Period End Month High Low Average (2) Period End January 2016 (until January 8, 2016) (1) The average of the exchange rates on the last business day of each month during the relevant period. (2) The average of the exchange rates for each business day during the relevant period. The exchange rate of the euro against the U.S. dollar on January 8, 2016 was U.S.$ = Our inclusion of these exchange rates is not meant to suggest that the euro amounts actually represent such dollar amounts or that such amounts could have been converted into dollars at any particular rate, if at all. xi

15 SUMMARY This summary highlights information from these listing particulars. It is not complete and does not contain all of the information that you should consider before investing in the New Notes. You should read these listing particulars carefully in its entirety, including the sections entitled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, Industry and Business, as well as our audited historical Consolidated Financial Statements and the notes thereto included elsewhere in these listing particulars. Our Business Overview We are a leading independent provider of outsourced building services. As at December 31, 2015, we operated in 21 countries including France, our principal market, serving a diverse range of approximately 25,000 customers in the private and public sector. Following the acquisition of Temco on January 8, 2016, we expect to have operations in 24 countries. Originally established in 1944 as a provider of cleaning services in France, we began transforming ourselves into a multi-disciplinary provider of outsourced building services in Our comprehensive multi-service and multi-technical offering covers many of the segments of the market for outsourced building services. We provide our services by relying primarily on in-house expertise and resources. Since the creation of our first businesses outside France in 2000, we have also developed our international operations. With a headcount of 36,564 full-time equivalent employees and over 150 offices worldwide (over 100 of which are in France) as at August 31, 2015, we are an important provider of various types of outsourced building services in each of the countries in which we operate. We have experienced growth in recent years both organically and through the acquisition of companies with services, expertise and geographical scope that are complementary to our own. Since 2003, we have acquired 161 companies. In particular, in France, we significantly expanded our operations through the acquisitions in 2009 of Véolia Propreté Nettoyage et Multiservices ( VPNM ), a cleaning services provider with a significant portfolio of large corporate customers, and Eurogem, a multi-service provider of outsourced building services. Our expansion in France continued in 2013 and 2014 with the acquisition of various entities specializing in cleaning services, including subsidiaries of Niwaki (CPS) ( Niwaki ), as well as a 51% stake in Ergelis, a consultancy specializing in energy cost optimization. We have also used the business model we developed in France to grow our presence in markets outside France, both in response to and in anticipation of our clients needs. In 2013 and 2014, we acquired companies in Eastern Europe, Turkey and Morocco and expanded our operations into Southeast Asia with the acquisitions of companies in Thailand, Indonesia, Malaysia and the Philippines. Our expansion has recently continued with new acquisitions in Poland, Serbia and the Ivory Coast. We believe that the breadth of our service offering, together with our geographic footprint, provide us with a solid foundation for our long-term strategy of becoming a leading global provider of outsourced building services. On January 8, 2016, we acquired Temco Service Industries, Inc. ( Temco ), a company providing cleaning and facility management services to clients in Europe and North America with over 10,000 employees and $375.5 million in revenue for the financial year ended September 30, 2015, in order both to expand our European presence and to enable us to gain a foothold in the U.S. market. We expect to use a portion of the proceeds of the New Notes to refinance a portion of the financing for this acquisition. In fiscal year 2015/14, we had total revenue of 1,332.4 million, net income of 12.9 million and EBITDA of 89.6 million. Service Offering We provide our services to our customers through operationally autonomous businesses, each of which generally specializes in one type of service. Our businesses are organized into three reporting segments under IFRS, namely, Cleaning, Facility Management and International. Cleaning Through our TFN Propreté brand, we offer cleaning and associated services, which include periodic cleaning of offices and retail outlets and specialized cleaning services in the health, food-processing, transportation, manufacturing and nuclear industries in France. Our Cleaning segment generated revenue of million, or 52.5% of consolidated revenue, in fiscal year 2015/14. 1