Revenue from ordinary activities 1016,5 809,9. Gross margin 148,5 120,3. Current operating income 34,0 24,2. Operating income 15,7 15,3

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1 FINANCIAL REPORT The notes to the results and the accounts for 2015 and 2014 of the Direct Energie Group (the Group ) were prepared based on the financial statements, prepared in accordance with the IFRS standards adopted by the European Union and in effect for the applicable fiscal years, in accordance with regulation 1606/2002 of 19 July 2002 on international standards. Please read the following information on the Group's financial position and results together with the Group's audited consolidated financial statements, prepared in accordance with IFRS for the fiscal years ended on 31 December 2015 and 31 December KEY FIGURES 1.1. SIMPLIFIED CONSOLIDATED INCOME STATEMENT Consolidated data in millions of euros Fiscal year ended 31 December Restated* Revenue from ordinary activities 1016,5 809,9 Gross margin 148,5 120,3 Current operating income 34,0 24,2 Operating income 15,7 15,3 Financial income / (loss) (3,7) (1,5) Net income from continuing operations 29,0 15,2 Net income 27,2 15,2 * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December 2015.

2 1.2. SIMPLIFIED CONSOLIDATED BALANCE SHEET Consolidated data in millions of euros Fiscal year ended 31 December Restated* Intangible assets 40,9 40,7 Property, plant and equipment 47,7 4,9 Deferred tax assets 40,8 10,7 Other non-current assets 16,1 18,0 NON-CURRENT ASSETS 145,5 74,4 Inventory 36,2 26,9 Trade receivables 220,6 130,7 Other current assets 176,0 103,0 Cash and cash equivalents 35,2 31,6 CURRENT ASSETS 468,1 292,2 TOTAL ASSETS 613,6 366,6 TOTAL SHAREHOLDERS' EQUITY (29,4) 36,0 Other non-current financial liabilities 114,8 55,7 Other non-current liabilities 88,6 22,0 Deferred tax liabilities 21,1 8,1 NON-CURRENT LIABILITIES 224,5 85,8 Trade payables 187,8 115,8 Other current financial liabilities 69,1 8,2 Other current liabilities 161,5 120,9 CURRENT LIABILITIES 418,4 244,8 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 613,6 366,6 * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December 2015.

3 1.3. SIMPLIFIED CONSOLIDATED STATEMENT OF CASH FLOW Fiscal year ended 31 December Consolidated data in millions of euros Restated* Net cash flows from operating activities (18,8) (1,0) Net cash flows used in investment activities (89,9) (51,4) Net cash flows used in financing activities 109,4 54,4 Net change in cash and cash equivalents 0,7 2,0 Cash and cash equivalents at beginning of year 31,3 29,3 Cash and cash equivalents at end of year 32,0 31,3 * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December INFORMATION ON CONSOLIDATED NET FINANCIAL DEBT Fiscal year ended 31 December Consolidated data in millions of euros Restated* Financial debt excluding margin calls 183,1 57,3 Cash and cash equivalents (gross) 35,2 59,5 Net financial debt 147,9 (2,2) * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December Net financial debt is not defined by the accounting standards and is not directly stated in Direct Energie Group's consolidated financial statements. It corresponds to the difference between financial debt, excluding the impact of margin calls, and gross cash and cash equivalents

4 1.5. INFORMATION ON KEY OPERATIONAL DATA CUSTOMER BASE AND VOLUMES SOLD Key operational data for activities conducted in France: Operational data (France) Fiscal year ended 31 December Information on number of customers Number of customers at end of period (in thousands) Average number of customers for the period (in thousands) Information on volumes sold Volumes of electricity sold (in Twh) 7,6 5,9 Volumes of gas sold (in Twh) 3,8 2,5 In Belgium, the Group had clients as of end of December 2015, and had sold 31Gwh of electricity and 57 Gwh of gas in INVESTMENTS The total volume of investments made by the Company in 2015 was 71.4 million, compared with 49.4 million in The main investments (property, plant and equipment, intangible and financial assets) made during the period are the following: Investments (consolidated) IFRS (in millions of ) Fiscal year 2015 Fiscal year 2014 Intangible assets Property, plant and equipment Financial assets TOTAL These investments mainly concern: customer acquisition costs of 19.6 million in 2015 and 14.5 million in The Group capitalises its external customer acquisition costs, which are depreciated over a 4 year period, taking into account the customer attrition rate experienced by the Company; other intangible assets of 5.1 million in 2015 and 5.7 million in 2014 mainly related to IT tools developed by the Company for its sales and management activities;

5 property, plant and equipment, 46.7 million in 2015 and 1.4 million in 2014 respectively, corresponding primarily in 2015 to the acquisition of the Bayet power plant (amounting to 45.5 million in property, plant and equipment) and in 2014 to renovation works performed at the new head office; as part of the Group's cash optimisation efforts, financial assets in 2014 of 27.9 million corresponding to term deposits with no capital risk having an investment horizon in excess of three months, which therefore did not qualify as cash and cash equivalents under IFRS. These term deposits matured in KEY EVENTS IN MARKET CONDITIONS The prices of gas and electricity continued their decline, which began during 2014 and accelerated sharply at the end of Forward electricity prices in France were nearly 33/ Mwh at the end of 2015, significantly below the price of Arenh, set at 42/ Mwh by government authorities. Source: EEX The forward price of gas on the two main markets where the Group acquires its supply (PEG and TTF) reached levels approaching 16/ Mwh, compared with nearly 21/ Mwh at the end of 2014.

6 Source: Powernext and Heren These price declines correlate to the significant drop in oil prices seen throughout 2015, especially in the fourth quarter, and is associated with an easing of the supply/demand balance in Europe for electricity, and on a global scale for gas OTHER KEY EVENTS DURING THE YEAR Confirmation of a favourable regulatory framework The regulatory framework covering the supply of electricity did not change significantly during 2015, following the implementation in the second half of 2014 of a new method for calculating regulated electricity tariffs, known as cost accumulation (ARENH, cost of supplementary electricity supply, transmission costs, marketing costs and a so-called "normal" supplier compensation). This led to a 2.5% increase in regulated electricity tariffs for "blue" residential customers and a 0.7% decline for "blue" non-residential customers as of 1 November 2014, which replaced the 5% average rate increase initially planned for 1 August 2014 and cancelled in July 2014 by the government authorities. As of 1 st August 2015, and in accordance with this new method for calculating regulated tariffs, rates rose by 2.5% for "blue" residential customers and were frozen for "blue" non-residential customers. With respect to gas, a new rate calculation formula was introduced on 24 June 2015 and was implemented to calculate changes in regulated gas tariffs as of 1 July 2015, which mainly resulted in a reduction in oil components and an increase in short-term gas market components used to calculate supply costs. During 2015, and with the application of current pricing formulas, regulated gas tariffs fell by an average of 10.9%. In accordance with its risk management policy, the Group implemented hedging instruments, allowing it to reflect the changes to this pricing formula on its supply costs. Growing commercial success The Group achieved tremendous growth in its customer base during 2015.

7 As of 31 December 2015, it reached nearly 1,248,000 electricity customers in France, and 343,000 gas customers, representing a growth of nearly 23% and 24% respectively, compared to its customer base as of 31 December 2014, and an average increase of nearly 24%. This sustained strong growth, following significant volume acquisition in 2014, reflects the continued development of competitive and innovative electricity and gas offers as well as the launch of several national communication campaigns, most notably during the summer of 2015, summertime being a strong period of customer acquisition. In addition, the progressive abolition of regulated rates offered to business customers with contract power in excess of 36 kva in electricity (yellow and green rates) and consumption in excess of 30 MWh/year in natural gas at 31 December 2015 continued during the period and, combined with strong business growth in the business and local authorities segment, enabled the Group to substantially expand its customer portfolio. At 31 December 2015, the Group thus supplied more than 254,000 professional, business and local community sites. Acquisition and successful integration of a strategic industrial asset On 30 December 2015, the Group purchased from the Swiss group Alpiq 100% of the capital of 3CB, its French subsidiary. 3CB, an electricity producer, owns and operates a combined-cycle natural gas turbine power plant in Bayet, in the Allier region, France. Its workforce is composed of approximately 30 employees. Built in July 2011 by Ansaldo (Siemens technology), the plant has installed capacity of 408 MW, and represents a total investment of nearly 300 million. The transaction amount, which covered the 3CB shares and did not include Direct Energie's takeover as "toller" under the long-term tolling agreement between Alpiq group and 3CB, totalled 44.4 million, paid entirely in cash. 3CB made no significant contribution to Direct Energie's 2015 consolidated income. In accordance with the options available under the share purchase agreement with respect to the 3CB shares and the terms and conditions of the tolling agreement, Alpiq terminated the latter in January The plant is now operated by 3CB teams, with the Company providing management and energy optimisation support (including balancing and scheduling mechanisms). It is therefore exposed to market fluctuations, since its revenue depends on electricity spot and forward market prices which can fluctuate over time, and is therefore no longer based solely on its own costs. The Company's profitability is therefore exposed to changes in gas and CO2 prices, which represent its principal variable costs, and on electricity, which represents its main source of variable income. This acquisition, completed at favourable conditions, supports the Group's vertical integration strategy. Its upstream and downstream presence will improve the hedging of the sourcing conditions for its customer portfolio. Continued expansion of production capacity The Group, selected along with its partner Siemens to build and operate a combined-cycle natural gas turbine plant in Landivisiau (Finistère department, France) under the Breton Electric Agreement, was authorised on 18 January 2013 by the Ministry of Ecology, Sustainable Development and Energy to operate the plant. The Company was granted planning permission in September 2014.

8 The validity of these authorisations have been challenged before the administrative tribunal of Rennes in March 2013 and November 2014 respectively. In October 2015, the administrative tribunal rejected the claim against the ministerial authorisation to operate the plant, and the claimant filed an appeal before the Administrative Court of Appeal of Nantes. The claim with respect to cancel the planning permission is still pending before the Administrative Court. In May 2015, after receiving a favourable opinion from the investigating committee handling the public enquiry on this project, the Compagnie Électrique de Bretagne was issued a prefectoral order authorising its operation under the regime governing installations classified for environmental protection. Following the French government's 7 January 2015 call for tenders to install and operate a combined-cycle natural gas electric power station in Brittany, on 13 November the European Commission notified the French government of its decision to open proceedings under Article 108, paragraph 2 of the Treaty on the Functioning of the European Union to ensure that the notified aid measures were consistent with the internal market. Lastly, on 26 October 2015 the Group formed a joint venture company known as CO BIOGAZ, in partnership with the agricultural cooperative Triskalia (18,000 members), SEMAEB (regional development and energy publicprivate partnership) and the Caisse des dépôts, to build and operate on-farm methanisation and biogas collection units, with average production capacity 22 GWh/year, for injection into the GRT Gas network at a single point. Disposal of the distribution business During the second half of 2015, the Group completed the disposal of Direct Energie Distribution, the Group subsidiary holding stakes in EBM Réseau de Distribution and Gascogne Energie Services. Following the divestment process undertaken in the first half of 2015, this company was consolidated in accordance with IFRS 5 "Non-current assets held for sale and discontinued operations" in the consolidated financial statements at 30 June The fair value adjustment of the company's assets and liabilities on the date they were reclassified as discontinued operations caused the Group to recognise a charge of 1,236 thousand in its 2015 half-yearly financial statements. Comprehensive income from the disposal recognised under "Net income from discontinued operations" in the 2015 income statement showed a loss of 520 thousand, related to reclassification in the income statement on the disposal date of recyclable items historically recorded as other comprehensive income. Continued growth in Belgium Through its subsidiary Direct Energie Belgium, the Group sells gas and electricity in Belgium under the Poweo brand to individual and professional customers. After launching its commercial activities in Wallonia on 1 July 2014, Direct Energie Belgium expanded its operation to the Brussels Capital and Flanders regions in April As of 31 December 2015, Direct Energie Belgium had gained more than 25,000 customer sites. Building a sound financial structure A 3-year revolving line of credit of up to 60 million, and secured with a pool of eight banks, was put into place during the first half of 2015 to finance the Group's operating needs. This line of credit, available for drawdown, is subject to an annual commitment fee of 0.35%. The cost of drawdowns is based on EURIBOR, and calculated on the duration of the drawdown plus a 1% margin.

9 After completing a private placement of several bond issues totalling 55 million in 2014, the Group successfully placed a new 60 million bond issue in November The first issuance totalled 15 million with an annual coupon of 4.40%, maturing in November 2020; the second issuance totalled 45 million with an annual coupon of 4.80%, maturing in November This borrowing helped to finance the 3CB acquisition in particular. This line of credit and these bond issues helped to secure the Group's financing structure, which as of 31 December 2015 included more than 17 million in lines of credit with banking institutions. Cycling sponsorship In September 2015, the Group announced that it would sponsor SA Vendée Cyclisme, Jean-René Bernaudeau's cycling team that took the name "Team Direct Energie" starting in January 2016.

10 3. ANALYSIS OF THE BUSINESS AND THE CONSOLIDATED INCOME STATEMENT FOR 2014 AND 2015 Analysis of the business and the consolidated income statement is performed at two levels for sales, gross margin and current operating income. It is first conducted at Group level, then for the operating segments and their various geographic regions. Operating profit and net income are only analysed at Group level. The 2014 data were restated due to the retrospective application of IFRIC 21 (impact of 0.1 million on current operating income and 0.05 million on net income) OVERVIEW 2015 recorded an increase in revenue from ordinary activities, including the margin on the Energy Management business, up 25.5% compared with 2014 to reach 1,016.5 million, mainly due to significant growth in gas and electricity sales volumes Current operating income rose by more than 40% over the period to reach 34.0 million for This growth is primarily attributable to the growing customer base in France, which rose by nearly 24% during the period to reach 1,592,000 customer sites, the return of normal temperatures after an unusually mild 2014, changes in regulated tariffs and the Group's efforts to control its structural costs. Net income was 27.2 million, up by nearly 79%. This growth, greater than the increase in current operating profit, is attributable to the recognition of nearly 17 million in tax income, related to the recognition of deferred taxes linked to tax losses carried forward, which the group decided to capitalise in view of its earnings prospects for 2016 and SALES (UNDER "REVENUE FROM ORDINARY ACTIVITIES" ON THE INCOME STATEMENT) CHANGE IN GROUP SALES In millions of euros Restated* Change in value Change in % Revenue from ordinary activities 1 016,5 809,9 206,6 25,5% * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December During 2015, Group sales, including the margin on the Energy Management business, amounted to 1,016.5 million, up by nearly million, i.e. 25.5%. This increase was sustained by growth in the commercial trade segment, especially the sale of gas and electricity in France; the production segment contributed little to sales during 2015 since the acquisition of the Bayet power plant was not completed until the end of 2015.

11 CHANGE IN SALES BY SEGMENT In millions of euros Restated* Change in value Change in % Commercial Trade 1 016,0 809,3 206,8 25,5% of which France 1008,3 809,2 199,1 24,6% of which Belgium 7,7 0,1 7,6 8625,3% Production 0,5 0,7 (0,1) -20,7% Other N/A Revenue from ordinary activities 1 016,5 809,9 206,6 25,5% * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December COMMERCIAL TRADE SEGMENT The commercial trade segment contributed 1,016.0 million to sales, up million compared with This increase is mostly attributable to the sale of gas and electricity in France, where sales rose significantly (to 1,008.3 million compared with million in 2014) as a result of: - the strong growth of the customer base between December 2014 and December 2015, due to an accelerated pace of acquisitions. As of 31 December 2015, the customer base totalled nearly 1,248,000 electricity customers and 343,000 gas customers, representing growth of nearly 23% and 24% respectively compared with its customer base as of 31 December 2014, an average increase of nearly 24%; - the impact of higher regulated electricity tariffs: o as from 1 November 2014, broken down into a 2.5% increase in the "blue" residential customer segment, and a decline of 0.7% for "blue" non-residential customers, which had their impact in 2015, o as from 1 August 2015, broken down into a 2.5% increase in the "blue" residential customer segment and a freeze on tariffs for "blue" non-residential customers, which had their impact in the second half of 2015; - temperatures slightly above normal in 2015, especially in the second half of the year, though lower than those recorded in an especially mild 2014, which weighed on consumption, especially of natural gas. Volumes of electricity sold increased by more than 28% in 2015 compared with 2014 to reach 7.6 Twh, while volumes of gas sold increased by nearly 55% over the same period to 3.8 Twh. In both cases, the growth achieved was greater than the expansion of the customer base. In addition to temperatures that were close to the average, sales of electricity also benefited from a growing number of major customer accounts (businesses and government authorities) between 2014 and 2015, which had unit consumption greater than the average of the Group's customer base, most of which are individual customers. By contrast, regulated gas rates continued to drop during the period, directly linked to movements in the market prices of gas and oil, the main components in the formula used to establish regulated rates. Between 31 December 2014 and 31 December 2015, they fell by an average of nearly 10.9%. In addition, the Group recognised accrued income in its 2014 financial statements of 18.4 million (subject to a provision of 2 million to take into account the collection risk for certain categories of customers), corresponding to the expected impact on sales resulting from the Council of State decision to cancel the increase in regulated electricity rates for the period between 1 August 2012 and 31 July 2013, on a non-recurring basis.

12 2015 sales generated from electricity and gas sales in Belgium amounted to nearly 7.7 million (compared with negligible sales in 2014), impacted by the substantial growth of the customer base, resulting from Direct Energie Belgium's launch of electricity and gas sales throughout Belgium starting in the second quarter of 2015, whereas sales took place only in Wallonia when the subsidiary was initially formed in At the end of December 2015, the Group had more than 25,000 customers in Belgium, with sales volumes of 31 Gwh for electricity and 57 Gwh for gas PRODUCTION SEGMENT As in 2014, sales generated by the production business remained insignificant during The acquisition of 3CB, which operates a CCGT power plant with installed power capacity of 408 MW, was completed on 30 December 2015 and therefore had no significant impact on 2015 sales, while ongoing development of other production assets continued without a notable impact on sales GROSS MARGIN In millions of euros Restated* Change in value Change in % Revenue from ordinary activities 1 016,5 809,9 206,6 25,5% Cost of sales (868,1) (689,7) (178,4) 25,9% Gross margin 148,5 120,3 28,2 23,4% CHANGE IN GROUP GROSS MARGIN The Group's gross margin amounted to million in 2015, up by nearly 28.2 million, i.e. 23.4%. As with sales, this rise was driven by growth of the Commercial Trade segment, and in particular gas and electricity sales in France GROSS MARGIN BY SEGMENT In millions of euros Restated* Change in value Change in % Commercial Trade 147,9 119,6 28,3 23,7% of which France 147,5 119,6 27,9 23,3% of which Belgium 0,4 0,0 0,4 1363,6% Production 0,5 0,7 (0,1) -20,7% Other N/A Gross margin 148,5 120,3 28,2 23,4% * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December 2015.

13 COMMERCIAL TRADE SEGMENT The Commercial Trade segment contributed million to gross margin, up 28.3 million compared with This increase is attributable in large measure to the sale of gas and electricity in France, where gross margin rose significantly from million in 2014 to million in This growth is directly linked to the growing customer base and to rising sales volumes during the period, and is specifically related to the near-average weather conditions in 2015 following an especially warm The gross margin associated with electricity sales in France also benefited from: - falling wholesale prices during winter 2014, which enabled the Group to optimize its supply conditions for 2015, against a background of stable Arenh prices. Electricity purchases thus rose by 26% for the period, amounting to million versus million in 2014, a smaller increase than the volumes sold; - the increase in regulated electricity tariffs as from 1 November 2014 and 1 August 2015, in accordance with the new method for calculating regulated electricity tariffs, known as cost accumulation (ARENH, cost of supplementary electricity supply, transmission costs, marketing costs and so-called "normal" supplier compensation). These volume effects and positive prices more than offset the lack of new retroactive tariff adjustments for the period, while 2014 was marked by the impact of the Council of State decision to cancel the regulated electricity rate increase for the period between 1 August 2012 and 31 July 2013, for a net impact of 16.4 million on gross margin. During 2015, the Group nevertheless recorded a positive impact on its gross margin of nearly 2.5 million, related to higher billing levels and payments with regard to this retroactive tariff adjustment than had been recorded at 31 December Gross margin for gas sales benefited from generally more favourable weather conditions, though slightly warmer than normal, especially in the fourth quarter of 2015 following an especially warm winter in 2014, which significantly reduced customer unit consumption. This weak consumption led the Group, during the first half of 2014, to resell quantities of gas not consumed by its customers, which weighed on profitability in a context of weak market prices. During 2015, customer consumption was broadly in line with Group forecasts, and unit consumption rose by more than 29% compared with Accordingly, the volume resold on the market was limited except in the fourth quarter of 2015, particularly in December, when temperatures rose markedly above seasonal averages. The Group was also able to optimize its supply conditions for 2015, given the sharp drop in gas and oil prices during The gross margin of electricity and gas sales in Belgium was 0.4 million in 2015 (compared with an insignificant amount in 2014), mainly impacted by the substantial growth in the customer base over the period PRODUCTION SEGMENT The gross margin for production remained insignificant during 2015 as in 2014, as the acquisition of 3CB and the various development projects carried out by the Group did not result in any material contribution during the period.

14 3.4. CURRENT OPERATING INCOME In millions of euros Restated* Change in value Change in % Gross margin 148,5 120,3 28,2 23,4% Personnel expenses (26,4) (23,9) (2,5) 10,5% Other operational income and expenses (65,6) (51,2) (14,4) 28,1% Depreciation (22,5) (21,0) (1,5) 7,2% Current operating income 34,0 24,2 9,8 40,4% CHANGE IN GROUP CURRENT OPERATING INCOME The Group's current operating income amounted to 34.0 million in 2015, up 40% for the period. The commercial trade segment remained the main contributor to the Group's current operating income, particularly the sale in electricity and gas in France CHANGE IN CURRENT OPERATING INCOME BY SEGMENT In millions of euros Restated* Change in value Change in % Commercial Trade 34,7 23,8 11,0 46,2% of which France 39,1 24,1 15,0 62,5% of which Belgium (4,4) (0,3) (4,1) 1341,1% Production (0,8) 0,4 (1,2) -272,1% Other - (0,0) 0,0 N/A Current operating income 34,0 24,2 9,8 40,4% * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December COMMERCIAL TRADE SEGMENT The Commercial Trade segment contributed 34.7 million to current operating income, up 11.0 million compared with 2014, mainly arising from the continued improvement in the Group's economic environment in France, at a time of strong growth in the number of commercial acquisitions and control of supply costs. Current operating income of the commercial trade segment in France amounted to 39.1 million, up by 15 million compared with Payroll costs rose by 2.4 million. Excluding the impact of stock option plans and free shares, payroll totalled (24.5) million at 31 December 2015 compared with (21.7) million at 31 December This payroll increase mainly resulted from the growing workforce in the Commercial Trade segment in France, which numbered 317 employees at 31 December 2015 compared with 288 at 31 December 2014, an increase of over 10%. This increase is mainly related to the planned gradual phase-out of regulated rates offered to business customers having contract power in excess of 36 kva in electricity (yellow and green rates) and consumption in excess of 30 MWh/year in natural gas, no later than 31 December 2015, which led the Group to strengthen its sales and customer service teams. Other income and operational expenses totalled (59.9) million for fiscal year 2015 compared with (51.0) million in 2014, a change of (8.9) million. This was mainly explained by:

15 - increased marketing expenditures ( (3.3) million) related to several national media campaigns during the first half of 2015; - an impact from bad debt net of changes in provisions of (19.9) million for the year, compared with (16.0) million for 2014 (a change of (3.9) million), an increase directly attributable to the significant expansion of the customer base during the period; - an increase in net provision charges for risks and charges of nearly (4.9) million, mainly related to the provision for risk associated with a dispute between the Group and one of its suppliers during The negative impact of depreciation on operating income rose by nearly (1.5) million in 2015 compared with 2014, primarily related to increased investments, especially IT, made by the Group during 2014 and depreciated over the full year in 2015, and higher depreciation of capitalised customer acquisition costs, related to increased business momentum. Current operating income for the commercial trade segment in Belgium totalled (4.4) million which was previously (0.3) million. This reduction is directly linked to the rapid growth of the customer base and the launch of the business at a national level in the second quarter of 2015, which required significant expenditures for marketing, sales and establishing customer relations. As part of its growth in Belgium, the Group endeavoured to pool the costs incurred by certain functions, particularly IT, financing and customer relations management PRODUCTION SEGMENT Current operating income for the Production business remained insignificant during 2015, as was the case in 2014, since the acquisition of 3CB and the various development projects carried out by the Group did not result in any material contribution during the period OPERATING INCOME In millions of euros Restated* Change in value Change in % Current operating income 34,0 24,2 9,8 40,4% Changes in fair value of Energy financial derivative instruments operational in nature (11,6) (5,2) (6,5) 125,3% Disposals of non-current assets (5,9) (3,7) (2,2) 60,4% Impairment of non-current assets (0,5) - (0,5) N/A Income and expenses related to change in scope of consolidation (0,1) - (0,1) N/A Operating income 15,7 15,3 0,4 2,6% * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December Changes in fair value of Energy financial derivative instruments operational in nature in 2015 ( (11.6) million) and in 2014 ( (5.2) million) mainly resulted from movements in energy prices. During 2015, it was directly attributable to the sharp drop in electricity prices throughout the year, especially in the fourth quarter of The negative change in 2014 was the direct result of falling gas and electricity prices throughout the period, especially at year-end. Disposals of non-current assets in 2015 resulted mainly from scrapping, for 5.6 million, of fixed assets related to one of the Group's combined-cycle gas turbine development projects which became obsolete as a result of

16 project delays. In 2014, disposals of non-current assets primarily corresponded to the scrapping, for 3.9 million, of fixed assets related to the same development project. Impairment of non-current assets, which amounted to (0.5) million in 2015 concerned only equity stakes in unconsolidated companies, recognised as available-for-sale assets, for which indications of impairment materialised during the year. Income and expenses related to changes in scope of consolidation amounted to (0.1) million in 2015, corresponding to badwill generated by the acquisition of the Bayet power plant, net of acquisition costs. Given these non-recurring items, operating income in 2015 totalled 15.7 million compared with operating income of 15.3 million in NET INCOME AND NET INCOME PER SHARE In millions of euros Restated* Change in value Change in % Operating income 15,7 15,3 0,4 2,6% Cost of net debt (3,7) (1,5) (2,2) 142,8% Other financial income and expenses 0,1 0,0 0,0 61,1% Financial income / (loss) (3,7) (1,5) (2,2) 145,0% Corporate income tax 17,0 1,5 15,5 1027,6% Share of net income from companies accounted for by the equity (0,1) (0,1) 0,0-37,2% Net income from continuing operations 29,0 15,2 13,8 90,2% Net income from discontinued operations (1,8) - (1,8) N/A Net income 27,2 15,2 12,0 78,7% of which Net income, Group share 27,2 15,2 12,0 78,7% of which Net income, minority interests N/A * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December In millions of euros Restated* Change in value Change in % Net income 27,2 15,2 12,0 78,7% Average number of shares outstanding 40,8 40,1 0,7 1,7% Average number of shares outstanding, diluted 42,7 41,8 0,9 2,2% Earnings per share 0,67 0,38 0,29 75,7% Diluted earnings per share 0,64 0,36 0,27 74,9% * IFRIC 21 provides for retrospective application. Accordingly, 2014 data has been restated, as explained in Note 1.2 "Change in accounting standards" in the notes to the consolidated financial statements of 31 December The decline in financial result, which fell from a net charge of (1.5) million in 2014 to a net charge of (3.7) million at 31 December 2015 mainly resulted from two bond issues, which led to a significant increase in interest expenses for 2015 as compared with The first was issued during the second half of 2014, in three tranches, for a total amount of 55 million, with a coupon of 4.70% for the first tranche ( 28.5 million) and of 5% for the other two tranches ( 11.5 million and 15 million). - The second was issued during the fourth quarter of 2015, in two tranches, for a total amount of 60 million, with a coupon of 4.40% for the first tranche ( 15 million) and of 4.80% for the second tranche ( 45 million).

17 The Group recorded a current tax expense of (0.05) million for 2015, directly linked to the results over the period for the tax consolidation group, of which Direct Energie is the parent company, and deferred tax income of 17.1 million, mainly related to capitalisation of tax losses carried forward, given the Group's future earnings prospects. In 2014, the Group recognised tax income of 1.5 million related to capitalisation of deferred taxes linked to tax losses carried forward. The increase in deferred tax income was directly related to the improved outlook concerning future results, which led the group to proceed with capitalisations over a two-year period. At 31 December 2015, the share of net income from companies accounted for under the equity method was (0.1) million, a charge equivalent to that recorded in Net income from discontinued operations of (1.8) million for the year mainly corresponded to the impact of the Direct Energie Distribution disposal in the second half of 2015, including (0.5) million reclassified as income at the time of the disposal from recyclable items historically recorded as other comprehensive income. Consolidated net income for the 2015 fiscal year showed a profit of 27.2 million, compared with a profit of 15.2 million in ANALYSIS OF RESULTS OF DIRECT ENERGIE SA 4.1. RESULTS FROM DIRECT ENERGIE SA The accounting methods and principles used to prepare the company financial statements at 31 December 2015 are identical to those used in the company financial statements at 31 December 2014, and comply with the accounting methods and principles defined by the rule ANC of 5 june Sales totalled 1,828.9 million for 2015 compared with 1,413.2 million in the previous year. This increase of million, i.e. 29.4%, was mainly due to: - an increase in total sales related to the supply of gas and electricity, including billing for transmission and other income related to the business, of million, mainly resulting from a sharp rise in the number of gas and electricity customers, increases in regulated electricity tariffs recorded at 1 November 2014, whose full-year impact materialised in 2015, and at 1 August 2015, and from temperatures lower than those recorded in 2014, which was particularly mild and negatively impacted consumption; - a million increase in wholesale activities, a direct consequence of the growth of the Company's load curve, which led it to resell more on energy markets to balance its physical positions during Operating profit for 2015 was positive at 9.3 million, compared with 24.3 million in This decline was mainly due to improvement in gross margin (including taxes on sales) of 2.6 million, offset by an increase in other purchases and external charges of (11.5) million, related to the significant growth of the company's customer base. Added to this was the impact of higher personnel expenses of (2.8) million, an increase in net depreciation expense and provisions of (2.0) million and an increase in other income and expenses of (1.2) million.

18 Financial result was negative at (12.9) million in 2015, compared with a positive result of 1.1 million in This decline mainly resulted from rising interest expenses of (1.3) million, a direct consequence of the bond issues, and an increase in net financial provisions of (10.3) million, related to the shares of a Group subsidiary and linked to the development prospects for the construction of a production asset. In 2014, the Company recorded financial income of nearly 2.7 million, mainly related to the merger result recorded during the transfer of all the assets of Poweo Services. An extraordinary loss of (3.2) million was recorded in 2015 compared with a loss of (1.4) million in This resulted mainly from the 2015 disposal of Direct Energie Distribution. In 2014, it resulted from the impact of the tax audit of the company in 2013, whose findings were finalised in 2014 in the net amount of 0.1 million for the year, and payment of a penalty for early termination of a lease in the amount of (1.5) million. Profit sharing resulted in a charge of (0.1) million in 2015, related to the consequences of a tax audit covering fiscal years 2012 and 2013 which was completed in It was equal to zero in Tax income recognised in 2015 was made up of a research tax credit granted to the company of 0.1 million, and the expected payment of back taxes following the tax audit completed in 2015, in the amount of (0.05) million. The Company recognised tax income in 2014 of 0.4 million related to the research tax credit. Thus, the net loss for 2015 was (6.7) million, compared with a 24.3 million gain in ALLOCATION OF RESULTS The general meeting of shareholders will be asked to allocate the loss for the fiscal year of (6,705,109.73) to "Retained earnings", bringing it to 22,285,551.44, and to pay a dividend from retained earnings of a nominal amount of 0.20 per share DIVIDEND DISTRIBUTIONS MADE DURING THE PAST THREE FISCAL YEARS In 2015, the Company paid its shareholders a dividend of 0.15 per share for fiscal year 2014, in the total amount of (6.1) million. It did not pay any dividend for prior fiscal years.

19 4.4. TABLE OF RESULTS FOR THE PAST FIVE FISCAL YEARS Nature and indications ( ) Capital at end of year Share capital Number of shares outstanding Number of bonds convertible in shares Operations and results of the years Revenue excluding VAT Income before taxes, D&A and provisions (11 293) Income tax ( ) ( ) ( ) (59 245) Income after taxes, D&A and provisions ( ) ( ) ( ) Distributed income Earnings per share Income after taxes but before D&A and provisions 0,08 0,15 0,35 1,61 0,65 Income after taxes, D&A and provisions (1,81) (0,07) 0,37 0,60 (0,16) Dividend per share ,15 0,20 Personnel Average number of employees Payroll charges Employee benefits (social security, other social contributions, etc ) NON-TAX DEDUCTIBLE EXPENSES The amount of expenses described in Article 39-4 of the French General Tax Code added back for purposes of calculating taxable income amounted to 71,076 for the fiscal year ended 31 December Theoretical income tax on these expenses totalled INFORMATION ON SUPPLIER PAYMENT TERMS At the close of the fiscal years ended 31 December 2015 and 31 December 2014, the balance of trade payables, broken down by maturity, is set forth below: - At 31 December 2015: In thousands of euros Past due Terms D+30 Terms between D+31 and D+60 Terms beyond D+60 Others Total payables Payables Accrued expenses TOTAL

20 - At 31 December 2014: In thousands of euros Past due Terms D+30 Terms between D+31 and D+60 Terms beyond D+60 Others Total payables Payables Accrued expenses TOTAL

21 5. REVIEW OF CASH, CAPITAL AND FINANCIAL DEBT 5.1. EQUITY AND NET DEBT At 31 December 2015, the Group's equity stood at (29.4) million, down 65.4 million compared with 31 December 2014, primarily due to the change in fair value of derivative financial instruments used for hedging purposes related to the load curve of the Group's electricity customers ( (88.4) million), recorded directly as other comprehensive income in accordance with IFRS, and related to the sharp decline of electricity prices during the fourth quarter of These temporary changes in fair value are designed to turn around with the delivery of electricity volumes associated with these hedging instruments. Net debt corresponds to the difference between financial debt excluding the impact of margin calls and gross cash and cash equivalents. It amounted to million at the end of 2015 compared with (2.2) million at the end of The change in net debt resulted from the issue of bonds during the period, the revenue from which was used in part to finance investments associated with the acquisition of 100% of the capital of 3CB and the acquisition of new customers. It also resulted from the increase in cash deposits ( margin calls ) made with external counterparties as part of the purchase and sale of energy, subsequent to falling energy prices at the end of 2015 during an expansion of the Group's customer portfolio EXTERNAL FINANCING The Group had access to several external financing instruments: 1. Bilateral bank loans in the form of authorised overdrafts and confirmed 364-day lines of credit for a total amount of 17 million at 31 December 2015 and 36 million at 31 December Intended to finance general operating needs, these lines of credit are indexed to EURIBOR, which is not subject to an interest rate hedge, plus a margin. As of 31 December 2015 and 31 December 2014, no drawdowns or use of such financing was reported. 2. A factoring contract signed during the first half of 2013, the terms of which were updated during the fourth quarter of 2015, making available 65 million in financing, including taxes, under a programme to sell its trade receivables (compared with 25 million previously). The position of the accounts related to factoring are as follows: o At 31 December 2014: Guarantee fund: N/A Current account payable with the factor: 2 thousand o At 31 December 2015: Guarantee fund: N/A Current account payable with the factor: 205 thousand 3. Bond issues. o In July 2014, the Company completed a private placement of its first bond issue in the amount of 40 million in two tranches, the first maturing in December 2019, in the amount of 28.5 million with a coupon of 4.70%, and the second maturing in July 2021, in the amount of 11.5 million with a coupon of 5%. A third tranche was added to this issue in November 2014 in the amount of 15 million, maturing in November 2022 with a coupon of 5%.

22 o A second bond was issued during the fourth quarter of 2015 in the amount of 60 million, in two tranches. The first was in the amount of 15 million, maturing in December 2019 with a coupon of 4.40%, and the second was in the amount of 45 million, maturing in December 2022 with a coupon of 4.80%. These bond issues are governed by covenants, calculated at 31 December of each year as follows: o a debt ratio, which measures the relationship between Total Net Debt and consolidated EBITDA, must be less than or equal to 2.75; o an interest coverage ratio, which measures the relationship between Consolidated EBITDA and Consolidated Net Interest Expense, must be greater than or equal to 5. The various financial aggregates used to calculate the covenants are defined as follows, under the terms of the bond issue documentation: o Total Net Debt means, on the basis of the latest consolidated financial statements, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of the Financial Indebtedness of all the members of the Group (other than any bank guarantees (cautionnements bancaires)) less cash and investments convertible into cash with a maximum notice of 32 days and having a maturity of less than or equal to a year (provided that such investments convertible into cash consist exclusively of term deposit accounts or other similar instruments with no exposure on the principal amount), as shown in the latest consolidated financial statements o Financial Indebtedness means, on the basis of the consolidated financial statements, (without double counting) any indebtedness for or in respect of: 1. moneys borrowed, 2. any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent 3. any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, 4. the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease, 5. receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and/or any receivables transferred by the Issuer in relation to moneys borrowed), 6. any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing, 7. any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution (other than a performance bond issued in the ordinary course of trading by one of its Subsidiaries in relation to the obligations of another Subsidiary and ordinary course counter-guarantees for the purpose of margin calls in respect of energy purchases), and, 8. the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (1) to (8) above accrued and paid by the Issuer in that Test Period in respect of Financial Indebtedness.

23 o o Consolidated EBITDA means, means, in relation to any Test Period, on the basis of the latest consolidated financial statements of the Issuer, the recurring operating profit (or EBIT) excluding the mark to market on derivatives before depreciation, amortisation and provisions of the Issuer on a consolidated basis, based on figures presented in the latest audited consolidated annual financial statements of the Issuer. Consolidated Net Interest Expense means, on a consolidated basis, in relation to any Test Period, Interest Expense for that Test Period less interest income of the Issuer and any other finance income accrued by the Issuer for that Test Period to the extent received by the Issuer. At 31 December 2015, within the meaning of the covenants, the debt ratio was equal to 2.49, and the interest coverage ratio was 16.12, within the authorised limits. At 31 December 2014, within the meaning of the covenants, the debt ratio was as the Company's net debt was negative, and the interest coverage ratio was 31.23, within the authorised limits. In accordance with contractual terms, the next covenant calculation shall take place on 31 December A three-year confirmed revolving line of credit of up to 60 million and secured with a pool of eight banks. Established in May 2015, it is used to finance the Group's operating needs. This line of credit, which may be drawn down, is subject to an annual commitment fee of 0.35%. The cost of drawdowns is based on EURIBOR, and calculated on the duration of the drawdown plus a 1% margin. It is governed by covenants identical to those applicable to the bond issues. At 31 December 2015, drawdowns on this credit facility amounted to 60 million. During the first quarter of 2015, the Group raised additional financing detailed in section (New Financing)