ELIS S RECOMMENDED ACQUISITION OF BERENDSEN: CREATING A PAN-EUROPEAN TEXTILE, HYGIENE AND FACILITY SERVICES LEADER June 2017

Transcription

1 ELIS S RECOMMENDED ACQUISITION OF BERENDSEN: CREATING A PAN-EUROPEAN TEXTILE, HYGIENE AND FACILITY SERVICES LEADER June 2017 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

2 IMPORTANT NOTICE This presentation has been prepared by Elis S.A. ( Elis ) in connection with its offer for Berendsen plc ( Berendsen ) (the Offer ) and does not purport to contain all the information that may be necessary or desirable to evaluate Elis, Berendsen, the Offer or any related business prospects. The information set out in this presentation is not intended to form the basis of any contract or definitive offer of securities capableof acceptance. Readers should consult the documents which will be prepared for purpose of the offer of Elis securities, which will be comprised of a French-language prospectus submitted to the approval of the Autorité des marchés financiers (the AMF and the French Prospectus ), comprised of (A) the registration document (document de référence) registered with the AMF under no. R on 6 April 2017 (the Registration Document ), (B) if applicable, the update to the Registration Document (actualisation du document de référence) filed with the AMF (the Update to the Registration Document ), (C) a listing prospectus (note d opération) (the Listing Prospectus ) and (D) the summary of the French Prospectus (included in the Listing Prospectus). The French Prospectus will be available free of charge from the AMF s website ( and Elis website ( The French Prospectus will present a detailed description of Elis, its business, strategy, financial condition and results of operations. Readers attention is drawn to the risk factors described in Chapter 2 Risk factors and insurance policy of the Registration Document, as will be amended and supplemented by Chapter 2 of the Update to the Registration Document (if applicable) and the risk factors section of the Listing Prospectus. The materialisation of one or more of the risks described in the French Prospectus may have a material adverse effect on Elis activities, assets, financial position, results or prospects, as well as on the market price of Elis shares. Any investment decision shall only be made on the basis of the French Prospectus. Neither this presentation, nor any information it contains or other information related to the Offer or to Elis, may be released, presented, published, distributed or otherwise transmitted in, into or from the United States of America, Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Non-compliance with these restrictions may result in the violation of laws and regulations of such jurisdictions. Elis assumes no responsibility for any violation of such laws and regulations by any person. This presentation does not constitute an advertisement or offering memorandum. This presentation should not be construed or treated as providing legal, tax, regulatory, accounting or investment advice, and is not intended to form the basis of any investment decision. You should conduct your own independent analysis of Elis, Berendsen and the Offer, including consulting your own independent advisers. This presentation does not constitute the extension of an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe for, sell or exchange), any securities in any jurisdiction, including the United States of America, Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction. Any securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicableexemption from registration thereunder. There may be no publicoffering of securities in the United States. This presentation does not constitute an offer or a solicitation to sell or subscribe requiring a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council dated 4 November 2003, as amended, in particular by Directive 2010/73/EU in the case where such directive was implemented into law in the member States of the European Economic Area (together, the Prospectus Directive ). This presentation is not a prospectus within the meaning of the Prospectus Directive or otherwise. This presentation includes only summary information and does not purport to be comprehensive. No representation, warranty or undertaking, express or implied, is made by Elis as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information or opinions contained herein or in any connected written or oral communications. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed for any purpose whatsoever on, any projections, targets, estimates, forecasts or other information contained in this presentation. None of Elis or any of its affiliates, directors, officers, advisors, employees and agents accepts any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. All information in this presentation is subject to verification, correction, completion and change without notice. In giving this presentation, none of Elis, nor any of its affiliates, directors, officers, advisors, employees or agents undertakes any obligation to provide the recipient with, or with access to, any additional information or to update this presentation. This presentation contains information on Elis's development objectives, outlook and plans, and among other things takes into account the realization by Elis of the acquisitions of Compañia Navarra de Servicios Integrales SL, a company governed by Spanish law, and its subsidiaries (together referred to as Indusal ) and Lavebras Gestão de Têxteis S.A., a company governed by Brazilian law, and its subsidiaries (together referred to as Lavebras ). Such information is sometimes identified by the use of the future tense, the conditional mood and forward-looking terms such as think, aim, expect, intend, should, has the ambition of, consider, believe, wish, could and so forth. This information is based on data, assumptions and estimates that Elis considers reasonable. This information, and such data, assumptions and estimates, may be subject to change or alteration including due to the uncertainties inherent to any business activity and to the economic, financial, competitive, regulatory and climatic environment. All forward-looking statements contained in this presentation are expressly qualified in their entirety by the cautionary statements contained or referred to in this disclaimer. Each forward-looking statement speaks only as at the date of this presentation. Elis makes no undertaking to update or revise any information or the objectives, outlook and forward-looking statements contained in this presentation or that Elis otherwise may make, except pursuant to any statutory or regulatory obligations applicable to Elis. Moreover, the materialization of certain risks described in Chapter 2 Risk factors and insurance policy of the Registration Document (as defined below), may have an impact on Elis's activities and its ability to achieve its objectives. Moreover, Elis's ability to achieve such objectives will depend, among other things, on the successful implementation of the strategy described in Section Group Strategy of the Registration Document, along with the successful integration of Indusal and Lavebras. Elis makes no representation and gives no warranty as to the achievement (whether in whole, in part or at all) of the objectives, forecasts, other anticipated benefits, synergies or otherwise set out in this presentation. No statement in this presentation is intended as a profit forecast, projection or estimate for any period. Persons receiving this document should not place undue reliance on forward-looking statements. Past performance is not an indicator of future results and the results of Elis or Berendsen in this document may not be indicative of, and are not an estimate, forecast or projection of, the future results of Elis, Berendsen or the combined group of Elis and Berendsen following completion of the Offer. Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. There are material assumptions underlying such estimated cost savings and synergies, which might therefore be materially greater or less than those set out herein. As a result, the estimated cost savings and synergies referred to herein may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the City Code on Takeovers and Mergers ( Takeover Code ), the quantified financial benefits statements contained in this presentation are the responsibility of Elis and the Elis directors. In accordance with Rule 28.1 of the Takeover Code, Deloitte (as reporting accountants) and Lazard & Co., Limited ( Lazard ) and Zaoui & Co Ltd. ( Zaoui & Co ) (as financial advisers) have provided reports in respect of such quantified financial benefits statements, and such reports are set out in the Appendix of Elis's Rule 2.7 announcement in connection with the Possible Offer, published on 6 June All quantified financial benefit statements herein should be read in conjunction with the Appendix of Elis's Rule 2.7 announcement, which contains, amongst other information, the bases of belief, principal assumptions and sources of information in respect of such quantified financial benefit statements. Neither these statements nor any other statement in this presentation should be construed as a profit forecast or interpreted to mean that the combined group s earnings in any future financial period would necessarily match or be greater than or be less than those of Elis or Berendsen for any preceding financial period. This presentation includes market and competition data relating to Elis. Some of this data was obtained from external market research. Such publicly available data is not endorsed by Elis as being accurate and has not been independently verified and Elis cannot guarantee that a third-party using different fact-gathering, analytical or calculation methods to compute market data would obtain the same results. Unless otherwise stated, data included in this presentation relating to market shares and market size in Elis's core markets is based on Elis's management s estimates. All such data is included herein for information purposes only and is subject to the provisions of this notice. This presentation includes information concerning Berendsen that is publicly available. Historical financial and operational data related to Berendsen included in this presentation was retrieved from Berendsen s annual reports and other publicly available information. All such financial and operational data related to Berendsen, as well as estimated financial data related to the potential combined group, has been neither audited nor reviewed by Elis's auditors. Readers should consult the registration document of Elis, registered with the AMF under no. R on 6 April 2017 (the Registration Document ), which is available free of charge from the AMF s website at and from Elis's website at The Registration Document includes a detailed description of Elis, its business, strategy, financial condition, results of operations and risk factors. Readers attention is drawn to Chapter 2 Risk factors and insurance policy of the Registration Document. The materialization of all or any of these risks may have an adverse effect on Elis's operations, financial conditions, results or objectives, or the market price of Elis shares. 2

3 AGENDA Key Transaction terms 4 Overview of Berendsen 9 Strategic rationale 13 Financing structure and leverage 21 Elis management and execution track record 25 Next steps 29 3

4 KEY TRANSACTION TERMS

5 OVERVIEW The Boards of Elis and Berendsen are pleased to announce the terms of a recommended acquisition (the Transaction ) by Elis of the entire issued and to be issued share capital of Berendsen As of 9 June 2017, the Transaction valued each Berendsen share at 12.45, including 5.40 in cash (1) In addition, Berendsen shareholders will be entitled to an interim dividend of 0.11 per share It is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of Berendsen The Berendsen Board intends to unanimously recommend that Berendsen shareholders vote in favour of the Transaction and have given irrevocable undertakings to vote in favour of the Transaction The Transaction is subject to customary conditions for a transaction of this nature, including regulatory and shareholder approvals The Transaction is expected to be completed in the third or fourth quarter of 2017 (1) Based on the closing price of an Elis ordinary share of on 9 June 2017 (being the last business day before the date of the Rule 2.7 announcement published on 12 June 2017) based on a : exchange rate of 1:1.138 on 9 June

6 KEY TRANSACTION TERMS (1/2) CONSIDERATION DIVIDEND For each Berendsen share 5.40 in cash new Elis ordinary shares Value of per Berendsen share as at close of business on 9 June 2017 (1) Cash consideration represents ~63% of the Berendsen closing share price on 17 May 2017 (2) In addition, Berendsen shareholders will be entitled to an interim dividend of 0.11 per share in respect of the six month period ending 30 June 2017 PREMIUM FINANCING 44% premium to the Berendsen closing share price of 8.64 on 17 May 2017 (2) 49% premium to the Berendsen volume-weighted average price of 8.33 over the month ending 17 May 2017 (2) The cash consideration will be funded by third-party debt. Elis has received commitments for a bridge facility that is attractively priced at a blended margin of 1.4% over EURIBOR or LIBOR, as applicable, for the initial 12 months The Canada Pension Plan Investment Board (CPPIB), one of Elis s largest shareholders with an ownership stake of ~5%, has agreed to subscribe to a 200 million reserved capital increase at a price of per Elis share (3) (subject to, among other matters, the Scheme becoming effective and the approval of Elis shareholders) CPPIB is a leading global institutional investor which manages the funds of the Canada Pension Plan. The CPP Fund totalled CAD316.7bn at 31 March 2017 The funds raised by the CPPIB cash placing will not be used to fund the cash portion of the consideration for the Transaction directly but will be used to repay borrowing incurred by Elis to finance the consideration for the Transaction (1) Based on the closing price of an Elis ordinary share of on 9 June 2017 (being the last business day before the date of the Rule 2.7 announcement published on 12 June 2017) based on a : exchange rate of 1:1.138 on 9 June (2) 17 May 2017 being the last business day preceding the announcement by Elis of a possible offer for Berendsen. (3) Corresponding to the volume-weighted average closing share price of Elis over the 20 trading days ended 6 June 2017 (being the last practicable date before the announcement by Elis and Berendsen of agreement on the key terms of the Transaction). 6

7 KEY TRANSACTION TERMS (2/2) SYNERGIES Recurring run-rate quantified pre-tax operating and capital expenditure synergies of at least 40 million per annum by the end of the third year following completion of the Transaction FINANCIAL IMPACT Transaction expected to lead to double-digit earnings accretion on an adjusted EPS basis for Elis in 2018, by comparison with the position which would have applied if the Transaction had not taken place (1) BALANCE SHEET Elis aims to retain a strong and robust balance sheet Target leverage of ~3x Net Debt / EBITDA by the end of FY2018 OWNERSHIP Berendsen shareholders will hold ~32% of the combined company (2) Elis has received the support of the three key Elis shareholders for the Transaction: Eurazeo, which will be the largest shareholder in the combined company with a stake of approximately 10.7% CPPIB, which following the reserved capital increase will hold an ownership stake in the combined company of approximately 7.7% Predica, which will hold an ownership stake in the combined company of approximately 6.3% Sources Autorité des marchés financiers, London Stock Exchange (1) Adjusted EPS excludes goodwill impairments, amortisation of customer relationships, restructuring, intangible assets, and other exceptional items. The estimated adjusted EPS for 2018 of Elis assumes completion of the Transaction, and accordingly includes Elis s estimate of Berendsen s adjusted net income contribution for 2018 and takes account of the synergies expected to occur in It is then compared to Elis s estimated adjusted EPS for 2018 assuming no Transaction. The statement that the Transaction is earnings accretive should not be construed as a profit forecast and is therefore not subject to the requirements of Rule 28 of the Code. It should not be interpreted to mean that the earnings per share in 2018 or any other future financial period will necessarily match or be greater than those for any preceding financial period. This statement is the sole responsibility of Elis. The Berendsen estimated 2018 adjusted net income contribution referred to above is Elis's own estimate of such net income which takes into account publicly available information on Berendsen. (2) On the basis of a fully diluted share capital for Berendsen of 174,412,423 ordinary shares, being the aggregate of 172,627,894 Berendsen ordinary shares currently in issue and 1,784,529 Berendsen options and awards (being the maximum number of Berendsen options which become exercisable or awards that vest on a change of control which must be satisfied using newly issued Berendsen ordinary shares and cannot be satisfied by Berendsen ordinary shares currently held by Berendsen s Employee Benefit Trust). 7

8 SHAREHOLDER BASE AND GOVERNANCE STRUCTURE Combined shareholding structure (1) Supervisory Board Berendsen shareholders ~32% Eurazeo ~11% CPPIB ~8% Predica ~6% Elis shareholders ~68% Elis s Supervisory Board has been chaired since 2015 by Thierry Morin, former CEO and Chairman of Valeo SA Management and employees Elis will approach the integration in an open and transparent manner with the aim of motivating and retaining the best talent across the combined group Sources Autorité des marchés financiers, London Stock Exchange (1) On the basis of a fully diluted share capital for Berendsen of 174,412,423 ordinary shares, being the aggregate of 172,627,894 Berendsen ordinary shares currently in issue and 1,784,529 Berendsen options and awards (being the maximum number of Berendsen options which become exercisable or awards that vest on a change of control which must be satisfied using newly issued Berendsen ordinary shares and cannot be satisfied by Berendsen ordinary shares currently held by Berendsen s Employee Benefit Trust). 8

9 OVERVIEW OF BERENDSEN

10 KEY ATTRACTIONS OF THE BERENDSEN BUSINESS Well-regarded brand with strong customer retention rates Comprehensive product offering to diversified range of end-users Presence in attractive markets with solid macro-economic fundamentals Market leader in the UK with a comprehensive product offering and geographical footprint Established leader in Northern Europe with strong positions in Sweden, Denmark, Holland and Norway Attractive position in Germany with proven track record of organic growth Strong financial profile with resilient organic growth and high margins Strong presence in the clean room business with a total of 12 facilities across Europe Significant innovation capabilities in products and services 10

11 BERENDSEN S Modifiez le style GEOGRAPHICAL du titre FOOTPRINT AND SERVICE OFFERING Revenue by geography Geographical footprint & service offering (2) Holland 8% Norway 5% Other 9% UK 35% Denmark 13% Germany 14% Sweden 16% 2016 revenue: 1,359 million (1) 1 service offered 2 services offered 5 services offered 6 services offered Source Berendsen 2016 annual report. Berendsen 2015 investor fact sheet. (1) The historical revenue figures of Berendsen represent the aggregate consolidated revenue for the 12 month period ending on 31 December Berendsen s revenue has been converted to euro at the average 2016 GBP/EUR rate of (2) Offered services include: Workwear, Hospitality, Healthcare and Facility (Mats, Cleanroom, Washroom) 11

12 BERENDSEN S COMPREHENSIVE SERVICE OFFERING Workwear Healthcare 29% Facility Hospitality 31% 23% 17% Rent, launder, maintain and deliver workwear to a wide range of private and public organizations Supply linen and laundry services to public and private organisations as well as sterilisation of clinical instruments Provides hygienic washroom products Provides floor protection mats Provides garments and consumables for cleanroom Leading textile services supplier to the hospitality industry Provides bed linen, towelling and table linen Workwear key customers Food and catering Energy Construction Automotive Petrochemical Healthcare key customers Hospitals and healthcare providers Elderly care organisations Manufacturers of medical devices Washroom key customers Offices Restaurants Public sector organisations Education industry Mats key customers Retailers and wholesalers Restaurants Offices Cleanroom key customers Pharmaceuti cal companies High-tech companies Hospitality key customers Hotels Serviced apartments Restaurants and corporate canteens Ferries and airlines Healthcare companies Source Berendsen 2016 annual report. Berendsen corporate website. Percentages based on 2016 revenue. 12

13 STRATEGIC RATIONALE

14 COMBINATION OF ELIS AND BERENDSEN AT A GLANCE Elis (1) Berendsen (2) 2016 ~ 1.7bn revenues ~ 530m EBITDA >30% margin 2016 ~ 1.4bn revenues ~ 430m EBITDA >30% margin 240,000+ customers 14 countries 300+ sites 150,000+ customers 16 countries 140+ sites Elis + Berendsen (3) (excluding synergies) 2016 > 3bn revenues ~ 960m EBITDA >30% margin 390,000+ customers 28 countries 440+ sites Source Elis 2016 annual report, Berendsen 2016 annual report. (1) Adjusted Elis 2016 revenue and EBITDA refer to items 1 and 2 of the Adjusted Elis and combined group financials slide in the Appendix to this presentation. (2) Berendsen s revenue and EBITDA published in Berendsen s 2016 annual report and accounts have been converted to euro at the average 2016 GBP/EUR rate of Berendsen s presence in 16 countries only takes into account countries where Berendsen owns an incorporated subsidiary. (3) Combined group 2016 revenue and EBITDA refer to items 3 and 4 of the Adjusted Elis and combined group financials slide in the Appendix to this presentation. No customer overlap or site sharing has been assumed. 14

15 COMPELLING STRATEGIC RATIONALE 1 Creation of a pan-european textile, hygiene and facility services leader with attractive market positions across its key geographies 2 Complementary geographical footprints balanced presence across Northern & Southern Europe with high-growth Latin America presence + 3 Stronger, more balanced footprint in Germany with an enhanced product offering 4 Significant recurring run-rate pre-tax operating and capital expenditure synergies of at least 40 million per annum to be achieved by the end of the third year after completion 5 Continuation of Elis's current strategy including enhanced organic growth, continued bolt-on M&A and focus on innovation and profitable market segments 15

16 CREATION OF A PAN-EUROPEAN TEXTILE, HYGIENE AND FACILITY SERVICES LEADER Top 10 countries by revenues (1) ( million) Pan-European presence ~ ~ ~ Elis Berendsen Source Elis 2016 annual report, Berendsen 2016 annual report, Elis management. (1) Refer to the Combined group revenue per country and Elis revenue per country slides in the Appendix to this presentation. 16

17 COMPLEMENTARY GEOGRAPHICAL FOOTPRINT Northern Europe 8% Latin America 14% Southern Europe 14% Germany 7% Elis (1) France 57% Holland 8% Denmark 13% Berendsen (2) Other 9% Norway 5% Germany 14% UK 35% Sweden 16% Elis + Berendsen (3) 2016 Latin America 8% Southern Europe 8% Other 4% France 32% Northern Europe 23% Germany 10% UK 15% Source Elis 2016 annual report, Berendsen 2016 annual report, Elis management. (1) Adjusted Elis 2016 revenue refer to the Elis revenue per country slide in the Appendix to this presentation. (2) Berendsen s revenue for the 12 month period ended 31 December 2016 has been extracted from Berendsen s annual report and accounts for the year ended 31 December (3) Combined group 2016 revenue and EBITDA refer to the Adjusted Elis and combined group financials and Combined group revenue per country slides in the Appendix to this presentation. 17

18 STRONGER Modifiez le style MORE du titre BALANCED FOOTPRINT IN GERMANY WITH AN ENHANCED PRODUCT OFFERING Wismar Stralsund COMBINED GEOGRAPHICAL FOOTPRINT Rehburg-Loccum Flechtingen Ibbenbüren Potsdam Schönebeck Köln Ochtendung Simmern Mannheim Heilbad Heiligenstadt Mörlenbach Geithain Elis Berendsen Freiburg im Breisgau München ACTIVITIES Hospitality Healthcare Workwear Healthcare Hospitality Facility # PLANTS REVENUES ~ 120m (1) ~ 310m (2) Source Elis 2016 annual report, Berendsen 2016 annual report, Elis management. (1) Elis revenue refer to item 2 of the Elis revenue per country slide in the Appendix to this presentation. (2) Combined group revenue refer to item 2 of the Combined group revenue per country slide in the Appendix to this presentation. 18

19 RECURRING Modifiez le style PRE-TAX du titre SYNERGIES OF 40M PER ANNUM BY THE END OF THE THIRD YEAR AFTER COMPLETION Total recurring run-rate pre-tax cost synergies of at least 40m per annum by the end of the third year after completion ( 35m p.a. of operating expenditure EBITDA synergies, and 5m p.a. of capital expenditure synergies) Total related one-off implementation cash costs estimated at 40m, incurred materially in the first two years after completion OPERATIONAL COST SAVINGS Savings achieved in Germany and Benelux region which are overlapping geographies for Elis and Berendsen Footprint rationalization and logistics optimization 8m ~20% of total COST SYNERGIES PROCUREMENT SAVINGS CORPORATE OVERHEAD Third party cost efficiencies from economies of scale on purchases of key consumables and operating assets Internal supply in sanitary equipment procurement spend Reduction of duplicate governance bodies costs Public listing costs and other associated costs 6m (1) ~15% of total 9m ~25% of total CENTRAL COSTS Reduction of duplicate central administration and support functions 17m ~40% of total REVENUE SYNERGIES Cross-selling opportunities between Berendsen and Elis clients (eg. pest control & beverages) Developing and maintaining Berendsen s relationships with a broad range of customers in Berendsen s territories Ability to serve clients who organise procurement at pan-european level 19 Not quantified at this time Note There are several material assumptions underlying the synergies estimate which might therefore be materially greater or less than those estimated. This estimate of cost synergies has been reported on under Rule 28.1 of the Takeover Code by Deloitte, by Lazard & Co., Limited and by Zaoui & Co. Copies of their letters are included in parts B and C respectively of the Appendix to Elis's Rule 2.7 announcement which can be found at The estimate of cost synergies should be read in conjunction with part A of the Appendix to such announcement, which contains, among other information, certain key assumptions underlying the estimate. (1) Comprising 5m capital expenditure synergies and 1m operating cost EBITDA synergies

20 CONTINUATION OF ELIS'S CURRENT STRATEGY ORGANIC GROWTH BOLT-ON M&A INNOVATION CLEAN ROOM Further organic Continuation of Combination of two Establishment of a growth opportunities current strategy with highly innovative pan-european clean in existing markets identified companies room network given leadership position with route acquisitions to reinforce market Development of logistical and industrial Highly attractive segment density benefits Ability to continue to build on customer relationships to offer new products and shares on existing end-markets or to develop combined entity on adjacent business segments solutions using internet of things and RFID Elis is pioneering retail customer offerings 15 rooms for Elis and 12 rooms for Berendsen at European level services 20

21 FINANCING STRUCTURE AND LEVERAGE

22 OVERVIEW OF CPPIB AND KEY TERMS OF THE RESERVED CAPITAL INCREASE CPPIB has agreed to subscribe to a 200 million reserved capital increase as part of the transaction Overview of CPPIB Terms of the reserved capital increase Mandate to invest the funds of the Canada Pension Plan Leading global institutional investor with an active strategy to achieve strong, sustainable risk-adjusted returns CPP Fund value of CAD316.7bn at 31March 2017 Currently one of the largest shareholders in Elis with an ownership stake of ~5% Fixed income 22% Private equities 19% CPPIB asset mix (1) Public equities 37% Real assets 23% 22 Total proceeds of 200 million CPPIB has agreed to subscribe for approximately 10.1 million new Elis shares Subscription price of per Elis share (2) The funds raised by the cash placing will not be used to fund the cash portion of the consideration for the Transaction directly but will be used to repay borrowing incurred by Elis to finance the consideration for the Transaction The reserved capital increase is subject, amongst other things, to: Approval of Elis shareholders; The scheme becoming effective. Following completion of the transaction, CPPIB will own a stake of ~7.7% in the combined company While Elis is firmly committed to the CPPIB cash placing, the transaction is not conditional upon the CPPIB cash placing becoming unconditional or being completed Source CPP Investment Board 2017 Annual Report. (1) As of 31 March (2) Corresponding to the volume-weighted average closing share price of Elis over the 20 trading days ended 6 June 2017 (being the last practicable date before announcement by Elis and Berendsen of agreement on the key terms of the Transaction).

23 KEY TERMS OF THE BRIDGE FACILITY Elis has agreed a bridge facility with two of its relationship banks on attractive terms Elis has agreed a bridge facility to fund, inter alia, the cash component of the consideration for the Transaction, to be drawn in either euros or pounds sterling The bridge facility has an initial 12-month term and is extendable by a further 12 months The blended margin for the first 12 months is 1.4% above EURIBOR, or LIBOR, as applicable No impact on Elis s existing borrowing facilities 23

24 COMMITMENT TO A ROBUST BALANCE SHEET Elis aims to retain a strong and robust balance sheet with a target leverage of ~3x by end of FY2018 Leverage impact Credit benefits from the Transaction 3.0x 3.1x Net impact of the transaction ~ 0.1x Positive impact of the Transaction on the business profile: Increased geographical diversification with operations in 28 countries Diversified business mix with exposure to resilient end-markets Net Debt/EBITDA 2016 Proforma Lavebras acquisition (1) Net Debt/EBITDA 2016 Post Berendsen acquisition Post RCI of 200m to CPPIB (2) Robust EBITDA margins of above 30% before synergies (3) At least 40 million cost synergies per annum expected from the combination Elis target leverage by end of FY2018: ~3x Potential for further revenue synergies (1) Please refer to items 2 and 3 of the Adjusted Elis and combined group financials slide in the Appendix to this presentation. (2) Please refer to items 5 and 6 of the Adjusted Elis and combined group financials slide in the Appendix to this presentation. (3) Please refer to items 4 and 5 of the Adjusted Elis and combined group financials slide in the Appendix to this presentation. 24

25 ELIS MANAGEMENT AND EXECUTION TRACK RECORD

26 EXPERIENCED MANAGEMENT TEAM Elis has an experienced management team to conduct the integration Xavier Martiré, Chairman of the Management Board, CEO 18 years at Elis Appointed CEO of Elis in 2008 Delivered strong and profitable revenue growth Led the expansion of Elis activities in Europe and Latin America Louis Guyot, Management Board Member, CFO 4 years at Elis Steered the successful IPO of Elis Previously at Korian, Veolia International Frédéric Deletombe, Engineering, Purchasing and Supply Chain Director 11 years at Elis Matthieu Lecharny, Management Board Member, COO 8 years at Elis Countries: France (2 regions), Iberia, Latin America Alain Bonin, COO 29 years at Elis Countries: France (3 regions), Switzerland, Germany Yann Michel, COO 11 years at Elis Countries: France (3 regions), Belgium, Luxembourg, Italy, Czech Republic Didier Lachaud, HR and CSR Director 7 years at Elis François Blanc, Transformation and IT Director 3 years at Elis Previously at Valeo Caroline Roche, Marketing and Innovation Director 1 year at Elis Previously at Go Sport, Marionnaud 26

27 CONTINUOUS EXPANSION OF NEW SERVICES AND INTERNATIONAL FOOTPRINT Historical net sales evolution (in m) 1,800 1,600 1,400 1,200 1, s 60s 70s 80s 90s France (1) Flat linen Workwear Washroom Dust mats Beverages International New products / Services Creation Launch of Elis of Dust Mat brand service Launch of Water Cooler and Espresso services 2003 Launch of Resident Linen service 2013 Launch of Pest Control service New countries 1973 Belgium & Spain Portugal & Germany 1992 Switzerland 1994 Luxembourg 1999 Italy 2001 Czech Republic 2010 Start of expansion in Switzerland 2012 Brazil Further Chile expansion in Brazil with Atmosfera 2016 Colombia Note Washroom, Dust mats, Beverages and Pest control are part of the Hygiene and wellbeing division. (1) Including pest control. 27

28 PROVEN TRACK RECORD OF SUCCESSFULLY INTEGRATING BUSINESSES AND CREATING SHAREHOLDER VALUE Strategic acquisitions or bolt-ons to consolidate positions, enter new geographies or offer new services No of acquisitions Annual revenue (EUR m) (2) ~100 ~70 ~260 Countries Over 500 million (1) of acquired revenues since 2010 Strategic acquisitions Atmosfera Delivering synergies through a dedicated team for acquisitions and integration Indusal Lavebras Purchasing Logistics Synergies Transfer of best practices Pricing Cross-selling (1) The figure of over 500 million of acquired revenues since 2010 represents the aggregate of the estimated unaudited consolidated revenue of each acquired business for the most recent financial period prior to its acquisition by Elis, as publicly announced by Elis at the time of announcement of each acquisition. The resulting aggregate figure for acquired revenues is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. (2) The figure of acquired revenues for each calendar year since 2010 represents the aggregate of the estimated unaudited consolidated revenue of each business acquisition announced during that calendar year for the most recent financial period prior to its acquisition by Elis, as publicly announced by Elis at the time of announcement of each acquisition. The resulting aggregate figure for acquired revenues for each calendar year since 2010 is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 28

29 NEXT STEPS

30 NEXT STEPS It is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of Berendsen under Part 26 of the Companies Act 2006 The Transaction will be on the terms and subject to the conditions set out in the Rule 2.7 announcement published on 12 June 2017 It is expected that the scheme document, containing further information about the Transaction, will be posted to Berendsen shareholders no later than 31 July 2017 An expected timetable of principal events will be included in the scheme document The scheme is expected to become effective in the third or fourth quarter of

31 CONCLUSION 1 Creation of a pan-european industry leader through the acquisition of a highly attractive business 2 Significant value creation from revenue and cost synergies 3 Continuation of Elis s current strategy 4 Double-digit accretion to adjusted EPS (1) and preservation of balance sheet flexibility 5 Stable shareholder base and management team with strong execution track record (1) Adjusted EPS excludes goodwill impairments, amortisation of customer relationships, restructuring, intangible assets, and other exceptional items. The estimated adjusted EPS for 2018 of Elis assumes completion of the Transaction, and accordingly includes Elis s estimate of Berendsen s adjusted net income contribution for 2018 and takes account of the synergies expected to occur in It is then compared to Elis s estimated adjusted EPS for 2018 assuming no Transaction. The statement that the Transaction is earnings accretive should not be construed as a profit forecast and is therefore not subject to the requirements of Rule 28 of the Code. It should not be interpreted to mean that the earnings per share in 2018 or any other future financial period will necessarily match or be greater than those for any preceding financial period. This statement is the sole responsibility of Elis. The Berendsen estimated 2018 adjusted net income contribution referred to above is Elis's own estimate of such net income which takes into account publicly available information on Berendsen. 31

32 APPENDIX

33 ADJUSTED ELIS AND COMBINED GROUP FINANCIALS 1. Adjusted Elis 2016 revenue Adjusted 2016 revenue figure for Elis of 1,742 million ( Adjusted Elis 2016 Revenue ) represents the aggregate of: (a) the consolidated revenue of Elis ( 1,513 million) for the 12 month period ended 31 December 2016 extracted from Elis s financial statements for the year ended 31 December 2016; (b) the estimated unaudited consolidated revenue of each of Indusal ( 90 million) and Lavebras ( 103 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December 2016; and (c) an unaudited adjustment for the full-year 2016 impact of the acquisition of Puschendorf ( 37 million) as provided by Elis s management. The resulting aggregate revenue is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 2. Adjusted Elis 2016 EBITDA Adjusted 2016 EBITDA figure for Elis of 532 million ( Adjusted Elis 2016 EBITDA ) represents the aggregate of: (a) the consolidated EBITDA of Elis ( 468 million) for the 12 month period ended 31 December 2016 extracted from Elis s financial statements for the year ended 31 December 2016; (b) the estimated unaudited consolidated EBITDA of each of Indusal ( 24 million based on estimated EBITDA margin of 27% as published by Elis on 20 December 2016) and Lavebras ( 31 million based on minimum estimated EBITDA margin of 30% as published by Elis on 20 December 2016) for the 12 month period ended 31 December 2016; and (c) an unaudited adjustment for the full-year 2016 impact of the acquisition of Puschendorf ( 9 million) as provided by Elis s management. The resulting aggregate EBITDA is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 3. Adjusted Elis 2016 net debt Adjusted 2016 net debt figure for Elis of 1,611 million ( Adjusted Elis 2016 net debt ) represents the aggregate of: (a) the consolidated net debt of Elis ( 1,596 million) as of 31 December 2016 extracted from Elis s financial statements for the year ended 31 December 2016; (b) the proceeds from the share capital increase launched by Elis in January 2017 ( 325 million); and (c) the consideration paid as part of the acquisition of Lavebras ( 340 million) which closed on 23 May The resulting aggregate net debt is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 4. Combined group 2016 revenue Combined group 2016 revenue of 3,102 million represents the aggregate of the Adjusted Elis 2016 Revenue and the consolidated revenue of Berendsen ( 1,359 million) extracted from Berendsen s annual report and accounts for the year ended 31 December 2016 and converted to euro at the average 2016 GBP/EUR rate of 1: The resulting aggregate revenue is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 5. Combined group 2016 EBITDA Combined group 2016 EBITDA of 959 million represents the aggregate of the Adjusted Elis 2016 EBITDA and the consolidated EBITDA of Berendsen ( 427 million) extracted from Berendsen s annual report and accounts for the year ended 31 December 2016 and converted to euro at the average 2016 GBP/EUR rate of 1: The resulting aggregate EBITDA is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 6. Combined group 2016 net debt Combined group 2016 net debt of 3,007 million represents the aggregate of: (a) the Adjusted Elis 2016 net debt; (b) the consolidated net debt of Berendsen ( 502 million) extracted from Berendsen s annual report and accounts for the year ended 31 December 2016 and converted to euro at the exchange rate of 1:170 on 31 December 2016; (c) the cash component of the Offer ( 1,072 million) based on a cash consideration of 5.40 per Berendsen share multiplied on the basis of a fully diluted share capital for Berendsen of 174,412,423 ordinary shares, being the aggregate of 172,627,894 Berendsen ordinary shares currently in issue and 1,784,529 Berendsen options and awards (being the maximum number of Berendsen options which become exercisable or awards that vest on a change of control which must be satisfied using newly issued Berendsen ordinary shares and cannot be satisfied by Berendsen ordinary shares currently held by Berendsen s Employee Benefit Trust), and converted to euro at the exchange rate of 1:1.138 on 9 June 2017 (being the last business day before the date of the Rule 2.7 announcement published on 12 June 2017) ; (d) the interim dividend ( 22 million) based on the interim dividend of 11 pence per share multiplied by the diluted number of Berendsen shares outstanding, and converted to euro at the exchange rate of 1:1.138 on 9 June 2017; less the proceeds from the reserved capital increase subscribed by Canada Pension Plan Investment Board of 200 million. The resulting aggregate net debt is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 33

34 ELIS REVENUE PER COUNTRY 1. Revenue in each country other than Germany, Spain and Brazil For each country other than Germany, Spain and Brazil, the 2016 revenue for Elis for that country is the consolidated revenue of Elis in that country for the 12 month period ended 31 December 2016 extracted from Elis s financial statements for the year ended 31 December Elis Germany 2016 revenue The 2016 revenue figure for Elis for Germany represents the aggregate of: (a) the consolidated revenue of Elis in Germany ( 81 million) for the 12 month period ended 31 December 2016 extracted from Elis s annual reports and accounts for the year ended 31 December 2016; and (b) an unaudited adjustment for the full-year 2016 impact of the acquisition of Puschendorf ( 37 million) as provided by Elis s management. The resulting aggregate revenue for Germany is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 3. Elis Spain 2016 revenue The 2016 revenue figure for Elis for Spain represents the aggregate of: (a) the consolidated revenue of Elis in Spain and Andorra ( 87 million) for the 12 month period ended 31 December 2016 extracted from Elis s annual reports and accounts for the year ended 31 December 2016; and (b) the estimated unaudited consolidated revenue of Indusal ( 90 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December The resulting aggregate revenue for Spain is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 4. Elis Brazil 2016 revenue The 2016 revenue figure for Elis for Brazil represents the aggregate of: (a) the consolidated revenue of Elis in Brazil( 113 million) for the 12 month period ended 31 December 2016 extracted from Elis s annual reports and accounts for the year ended 31 December 2016; and (b) the estimated unaudited consolidated revenue of Lavebras ( 103 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December The resulting aggregate revenue for Brazil is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 5. Northern Europe Northern Europe includes Belgium & Luxembourg, Czech Republic and Switzerland. 6. Southern Europe Southern Europe include Spain & Andorra, Italy and Portugal. 7. Latin America Latin America includes Brazil, Chile and Colombia. 34

35 COMBINED GROUP REVENUE PER COUNTRY 1. Revenue in each country other than Germany, Spain and Brazil For each country other than Germany, Spain and Brazil, represents either (a) the consolidated revenue of Elis in that country for the 12 month period ended 31 December 2016 extracted from Elis s financial statements for the year ended 31 December 2016; or (b) the consolidated revenue of Berendsen in that country for the 12 month period ended 31 December 2016 extracted from Berendsen s annual report and accounts for the year ended 31 December 2016 and converted to euro at the average 2016 GBP/EUR rate of 1: Revenue in Germany For Germany, represents the aggregate of: (a) the consolidated revenue of Elis in Germany ( 81 million) for the 12 month period ended 31 December 2016 extracted from Elis s annual reports and accounts for the year ended 31 December 2016; (b) an unaudited adjustment for the full-year 2016 impact of the acquisition of Puschendorf ( 37 million) as provided by Elis s management; and (c) the consolidated revenue of Berendsen in Germany ( 193 million) for the 12 month period ended 31 December 2016 extracted from Berendsen s annual report and accounts for the year ended 31 December 2016 and converted to euro at the average 2016 GBP/EUR rate of 1: The resulting aggregate revenue for Germany is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 3. Revenue in Spain For Spain, represents the aggregate of: (a) the consolidated revenue of Elis in Spain ( 87 million) for the 12 month period ended 31 December 2016 extracted from Elis s annual reports and accounts for the year ended 31 December 2016; and (b) the estimated unaudited consolidated revenue of Indusal ( 90 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December The resulting aggregate revenue for Spain is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 4. Revenue in Brazil For Brazil, represents the aggregate of: (a) the consolidated revenue of Elis in Brazil ( 113 million) for the 12 month period ended 31 December 2016 extracted from Elis s annual reports and accounts for the year ended 31 December 2016; and (b) the estimated unaudited consolidated revenue of Lavebras ( 103 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December The resulting aggregate revenue for Brazil is derived from the addition of these components with no further adjustments to conform to Elis s accounting policies or otherwise. 5. Northern Europe Northern Europe includes the current Northern Europe perimeter in Elis's 2016 financial statements (excluding Germany) plus Berendsen s activities in Sweden, Denmark, Holland and Norway. 6. Southern Europe Southern Europe includes the current Southern Europe perimeter of Elis in Elis's 2016 financial statements. 7. Latin America Latin America includes the current Latin America perimeter of Elis in Elis's 2016 financial statements. 8. Other Other includes the current Other perimeter of Berendsen in Berendsen s annual report and accounts for the year ended 31 December

36