SECURITIES NOTE (NOTE D OPÉRATION)

Transcription

1 A French Société Anonyme with share capital of 3,188,075 1 Registered office: 18 Avenue d Alsace, Courbevoie, France R.C.S. Nanterre SECURITIES NOTE (NOTE D OPÉRATION) Made available to Verallia employees in connection with: The admission to trading on the NYSE Euronext regulated exchange in Paris of up to 1,000,000 shares that will be issued as part of an issuance of new shares for employees of Verallia and its affiliates as defined in Article L of the French Labor Code. Indicative price range for the Offer Reserved for Employees: to per share. The actual price may nevertheless be set below per share. If the upper limit of this indicative price range is changed or the actual price of the open price offer is set above 36 per share, employees will have at least two stock market trading days to cancel any orders made under the open price offer. Visa from the Autorité des Marchés Financiers In accordance with Articles L and L of the French Monetary and Financial Code and with Articles to of the French Financial Markets Authority (Autorité des Marchés Financiers, or AMF) General Regulations, the AMF has approved this prospectus under visa no dated June 6, This prospectus was prepared by the issuer, and the persons who have signed this prospectus on behalf of the issuer are responsible for its contents. In accordance with Article L I of the French Monetary and Financial Code, the AMF granted its visa after examining whether the document is complete and comprehensible and whether the information it contains is consistent. The AMF visa does not imply endorsement of the suitability of the transaction, nor does it mean that the AMF has verified the accounting and financial information in this prospectus. The Prospectus (the Prospectus ) approved by the AMF consists of: The registration document filed with the AMF on April 18, 2011 under visa number I (the Document de Base ); and This Securities Note (which contains the Summary Prospectus) 1 Verallia s share capital will total 66,543,903 after the Restructuring Transactions described in Section 11.1 of this Securities Note are completed.

2 Copies of the Prospectus are available free of charge from Verallia s registered office at 18 Avenue d Alsace, Courbevoie, France. The Prospectus is also available on the Verallia website, and the AMF website, The prospectus for the open price offer and global placement (the Offer ) was approved by the AMF on June 6, 2011 under visa number , and is available free of charge from Verallia's registered office at 18 Avenue d Alsace, Courbevoie, France, the Verallia website, and the AMF website, Potential investors should review the prospectus for the open price offer and global placement thoroughly before making any decision to purchase Verallia shares under the Offer. SHARE RESERVATIONS Eligible employees can reserve Verallia shares between June 7, 2011 and June 20, These share reservations can be cancelled or modified during the subscription/revocation period, which is scheduled to run from June 22, 2011 to June 26, The Chief Executive Officer, acting as a delegate of the Board of Directors, will set the share subscription price for eligible employees by applying a 20% discount to the Offer price.

3 Table of Contents 1 PERSONS RESPONSIBLE Persons responsible for the Prospectus Statement by the persons responsible for the Prospectus Statement by the Company Person responsible for financial information RISK FACTORS RELATING TO THE OFFER The Company's shares have never been traded on a financial market and are subject to market fluctuations Volatility in the market price of the Company's shares Risks relating to the non-signature or termination of the Underwriting Agreement The sale of a significant number of the Company s shares could lower the Company s share price Compagnie de Saint-Gobain will be the Company's majority shareholder and will be in a position to control the majority of business decisions The dividends received by investors may be lower than the amount indicated in the description of the Company's dividend policy KEY INFORMATION Statement on net working capital Consolidated adjusted equity and debt (unaudited) Interests of individuals and legal entities participating in the Offer Purpose of the Offer Reserved for Employees INFORMATION RELATING TO THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING Type, category, and vesting date of the shares being offered and admitted to trading Applicable law and jurisdiction Form and registration of the Company s shares Issue currency Rights attached to shares Authorizations Extraordinary shareholders meeting i

4 4.6.2 Board of Directors Scheduled settlement-delivery date Restrictions on the transfer of the Company's shares French regulations concerning public offers Mandatory public offers Buyout offers and squeeze-out offers Takeover bids for the Company initiated by third parties during the current or previous fiscal year Tax treatment of New Shares Reserved for Employees TERMS OF THE OFFER RESERVED FOR EMPLOYEES Terms of the Offer Reserved for Employees, planned schedule, and share subscription procedure Terms of the Offer Reserved for Employees Issue amount Subscription procedure and period Retraction or suspension of the Offer Reserved for Employees Reduction of subscription orders Minimum and/or maximum subscription amount Cancellation of subscription orders Payment and delivery of New Shares Reserved for Employees Publication of the results of the Offer Reserved for Employees Pre-emptive rights Distribution plan and allocation of securities Categories of potential investors Share subscription intentions of the Company s main shareholders, members of the Company s administrative, management, or supervisory bodies, or any other person intending to place an order for more than 5% Preallocation information Procedure for informing subscribers of the amount subscribed and ownership method for New Shares Reserved for Employees Over-Allotment and extension Subscription price for the Offer Reserved for Employees Method for determining the subscription price ii

5 5.3.2 Publication of the Offer Price and changes to the scope of the Offer Limitation or cancellation of pre-emptive subscription rights Price disparities Placement and Underwriting Tax treatment of New Shares Reserved for Employees Eligible Employees with tax residence in France Eligible Employees with tax residence outside France ADMISSION TO TRADING AND TRADING PROCEDURES Admission to trading Exchange where securities are listed Concomitant share offer Liquidity agreement Stabilization HOLDERS OF SECURITIES WISHING TO SELL THEM EXPENSES RELATED TO THE OFFER DILUTION Effect of the Offer Reserved for Employees on the Company s adjusted total equity Amount and percentage of dilution resulting from the Offer Reserved for Employees Ownership of share capital and voting rights ADDITIONAL INFORMATION Advisors statement of interests with respect to the Offer Other information verified by the Statutory Auditors Expert report Information contained in the Prospectus obtained from a third party Recent developments concerning the Company...Error! Bookmark not defined. 11 RECENT DEVELOPMENTS CONCERNING THE COMPANY Transactions concerning the Company s share capital Appointment of new Board members Debt Financing Agreement iii

6 Credit Agreement Authorized, unissued share capital Verallia retirement plan for US employees Update of the Document de Base iv

7 NOTICE In this Securities Note, Verallia and the Company refer to Verallia S.A. The Group refers to the Company and all its subsidiaries and associates following the Restructuring Transactions described in Section of the Document de Base and the transactions involving the Company s shares described in Section 11.1 of the securities note approved by the AMF on June 6, 2011 under visa number (the Transactions involving the Company s shares ). Compagnie de Saint-Gobain refers to Compagnie de Saint-Gobain and Saint-Gobain refers to Compagnie de Saint-Gobain and all its subsidiaries and associates following the aforementioned transactions. This Securities Note contains information about the Group's markets and competitive position. Unless otherwise indicated, this information is based on Group estimates and is provided for information purposes only. Group estimates are based on information obtained from customers, suppliers, professional organizations, and other market participants. Although the Group considers these estimates to be relevant as of the date of this Securities Note, it cannot guarantee the completeness or accuracy of the information on which these estimates are based, or that its competitors use the same definitions of the markets in which they operate. This Securities Note contains forward-looking statements, identifiable primarily by the use of the future and conditional tense and words or expressions such as consider, estimate, think, believe, predict, expect, intend, anticipate, should, intend, aim, and may, as well as the negative forms of these words or any other variant or similar terms. These forward-looking statements, which include all information not corresponding to historic data, may not be interpreted as a guarantee of the Group s future performance. Employees should carefully consider the risk factors described in Section 4 of the Document de Base and Section 2 of this Securities Note before making their investment decision. The occurrence of one or more of these risks may have a material adverse effect on the Group's operations, assets, financial position, results, outlook, and ability to achieve its targets, as well as on the Company s share prices once admitted to trading on the NYSE Euronext regulated exchange in Paris. Employees attention is drawn to the fact that the Restructuring Transactions apart from the SGCI Share Contribution 2 (and the share issue described in Section 11.1 of the securities note approved by the AMF on June 6, 2011 under visa number ) are subject to the non-retroactive condition precedent of the listing of the Company's shares on the NYSE Euronext regulated exchange in Paris. The effective transfer of ownership of the various assets and shares sold or contributed, the finalization of any capital contributions or sales, and the finalization of any share issues made by the Company in exchange for capital contributions that form part of the Restructuring Transactions will not take place until after the Company s shares are listed. 2 The SGCI Share Contribution is described in Section of the Document de Base. v

8 SUMMARY PROSPECTUS AMF Visa No dated June 6, 2011 Notice to Readers This Summary Prospectus should be considered as an introduction to the Prospectus. Any decision to invest in the financial securities being offered should be based on a thorough review of the Prospectus. The individuals who provided this Summary and any translations of the Summary, and who have requested notification pursuant to Article of the AMF General Regulations, may be held legally liable only if its contents are misleading, inaccurate, or contradict other sections of the Prospectus. If legal proceedings relating to the information contained in the Prospectus are filed before a court, the investor filing suit may, subject to the national laws of the relevant European Union member states or party to the European Economic Area, be required to pay for the translation of the Prospectus prior to the commencement of the legal proceedings. A. INFORMATION ABOUT THE ISSUER Company name, business sector, and nationality Verallia is a Société Anonyme under French law. The Company manufactures glass packaging (bottles and jars) for beverages and solid and liquid foodstuffs. NAF code: 6420Z ICB classification: 2723 Containers & Packaging Business overview Verallia manufactures glass packaging (bottles and jars) for all varieties of food and beverages, and is the world's second-largest supplier in this market. The Group regards itself as a leading global supplier of wine bottles for still and sparkling wine, bottles and decanters for spirits, and jars for foodstuffs. With a strong management team and approximately 15,000 employees worldwide, the Group has a commercial presence in 46 countries, including 47 glass production sites in 11 countries in Western and Eastern Europe, the United States, and South America. Because of the regional nature of its markets, the Group has divided its activities into three regional business units: Europe, the United States, and South America. Selected IFRS financial data The financial data presented below are taken from the Group s combined financial statements for the fiscal years ended December 31, 2010, December 31, 2009, and December 31, 2008 and prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by the European Union and explained in Notes 1 and 2 to the combined financial statements (the Combined Financial Statements ). The Combined Financial Statements have been audited by PricewaterhouseCoopers, whose auditors report is given on pages 235 and 236 of the Document de Base. 6

9 Key income statement figures from the audited IFRS Combined Financial Statements for the fiscal years ended December 31, 2010, 2009, and 2008 million (IFRS) Net sales 3,553 3,445 3,547 Operating income EBITDA Business income Combined net income² Operating income after adding back depreciation and amortization (see Section of the Document de Base and Note 5 to the 2010 Combined Financial Statements given in Section 20.1 of the Document de Base). 2 Based on the Group s historic financial structure. The borrowing costs resulting from this structure are not representative of what the Group s borrowing costs will be after the Restructuring Transactions are completed and under the new debt structure following the listing of the Company s shares on the NYSE Euronext regulated exchange in Paris. Key balance sheet figures taken from the audited IFRS Combined Financial Statements for the fiscal years ended December 31, 2010, 2009, and 2008 million (IFRS) ASSETS December 31, 2010 December 31, 2009 December 31, 2008 Non-current assets 1,856 1,782 1,809 Current assets 1,299 1,244 1,316 Total assets 3,155 3,026 3,125 EQUITY & LIABILITIES Total combined equity 1,339 1,376 1,324 Non-current liabilities Current liabilities 1,140 1,038 1,064 Total equity and liabilities 3,155 3,026 3,125 Consolidated adjusted equity and debt (unaudited) After Verallia is listed on the NYSE Euronext regulated exchange in Paris and the Restructuring Transactions have been completed, Verallia s consolidated equity and net debt will not be the same as those calculated on the basis of combined historic data. In order to better reflect the effects of the Restructuring Transactions, the equity and net debt given below have been adjusted to include the effects of these Transactions. The table below shows the Group s consolidated adjusted equity and net debt at April 30, 2011, established in accordance with the ESMA recommendations of March 2011 (ESMA 2011/81, Paragraph 127) for the purposes of implementing European Commission Regulation (EC) No. 809/2004 of April 29,

10 million (IFRS) 1. Equity* and debt April 30, 2011 (unaudited) Adjustments April 30, 2011 adjusted (unaudited) Current financial liabilities Non-current financial liabilities 111 1,333 1,444 Total equity* 1,110 (1,186) (76) 2. Breakdown of net debt Cash and cash equivalents Current financial receivables Current financial liabilities Net current financial liabilities Net non-current financial liabilities 111 1,333 1,444 Net debt 531 1,333 1,864 * Including profit for the period The adjusted data are taken from the financial statements at April 30, 2011, and include the following restatements: - Verallia s repayment of 574 million of the premium on Spafi s contribution of SG Containers, resulting in a reduction in equity and an increase in net debt (no further repayments of this premium are currently planned); - Verallia s acquisition of SG Vidros and SG Emballage shares from Compagnie de Saint-Gobain for 612 million, made under the control of the same entity. The elimination of the purchased shares was recognized through a reduction in Verallia s equity with a corresponding increase in net debt. The other transactions relating to the creation of the Group through share contributions had no effect on equity since the corresponding share eliminations were offset by increases in share capital of the same amount; - The payment of a 147 million dividend 3 by SG Emballage prior to the admission of the Company s shares to trading on the NYSE Euronext regulated exchange in Paris. This dividend payment was recorded on April 30, 2011 but had not yet been disbursed as of this date. Therefore this transaction is already included in adjusted equity at April 30, 2011, but will increase net debt by 147 million. These three factors result in a positive 1,333 million adjustment to net debt and a negative 1,186 million adjustment to equity at April 30, The terms and conditions of the Group s debt as it will stand on the date the Company s shares are admitted to trading on the NYSE Euronext regulated exchange in Paris are described in Section 11.3 of the securities note. Since April 30, 2011, there have not been any material changes affecting the Group s net non-current financial liabilities or equity, apart from the factors reflected in the above adjustments and changes in working capital due to the seasonal nature of the Group s activities. Summary of the main risk factors relating to the Group and its business Potential investors should consider the risks described in Section 4, Risk factors, of the Document de Base and Section 2 of the securities note before making their investment decision. 3 The dividends paid by SG Emballage, SG Vidros, and SG Vicasa in order to carry out the Restructuring Transactions are not representative of the Group s future dividend policy, which is discussed in Chapter 12 of the Document de Base. 8

11 The main risk factors relating to the Group and its business are as follows: Risks related to the Group s industry (such as the cost of complying with environmental, health, and safety regulations, changes in legislation and regulations, fluctuations in energy and raw materials prices, and the costs resulting from the location of certain production plants in metropolitan areas); Risks related to the Group s operations (such as imbalances in supply and demand, competition from other glass packaging producers, customers developing their own glass packaging production facilities, customer concentration, and the informal nature of the Group s contracts with certain customers); Risks related to the status of the Verallia holding company and dividend payments from subsidiaries; Risks related to the Group s relationship with and spin-off from Saint-Gobain (including the representativeness of the Company s financial statements, the changes needed to operate as an independent entity, and costs resulting from the spin-off from Saint-Gobain); Market risks (interest rate risk, currency risk, liquidity risk, and risks on equity investments and other securities); Risks related to insurance, competition, taxes, social security contributions, intellectual property, and legal proceedings (such as those related to occupational diseases or the failure to comply with environmental regulations). Recent changes in financial position and outlook First quarter 2011 sales The table below shows the Group s sales by region for the first quarter of the fiscal years ended December 31, 2011 and Region Q Sales (unaudited) (million ) Q Sales (unaudited) (million ) Europe United States South America Internal sales (3) - Total The Group s sales increased by 8.3% in the first quarter of 2011 relative to the first quarter of 2010, including 7.2% organic growth (2.7% due to a price/mix effect and 4.5% to a volume effect) despite coming off a strong base in Sales volumes grew on the back of a pick-up in the global economy. Business was particularly strong in Latin America, stable in the United States, and solid in Europe apart from Spain, Portugal, and Russia where the macroeconomic climate remains uncertain. The Group was able to raise its prices over the year to reflect higher energy and raw materials costs. Outlook The Group s sales for the four months ended April 2011 were up 4.7% over the same time last year at constant scope at exchange rates (up 4.8% in actual figures), despite a less favorable comparison basis in April 2010 (with one additional working day). The Group expects that its organic sales growth in 2011 will be in line with its target of 3%-5% average annual sales growth at constant scope and exchange rates (with 1.5%-2% of the growth coming from prices, 0.5% to 9

12 1% from product mix, and 1%- 2% from volumes). This forecast is based on the assumptions described in Chapter 13, Profit forecasts or estimates, of the Document de Base. The Company s EBITDA at end-april was in line with forecasts despite higher production costs. EBITDA should rise more rapidly in the second half of the year thanks to a rebound in the Company s markets and efforts to improve operational excellence. The Company expects to achieve an EBITDA of at least 700 million for FY The Group still estimates its non-recurring expenses to total 10 million to 15 million, and confirms that its average cost of debt after its IPO should be around 4% (before tax). The Group s average income tax rate should be on the order of 35%. The share of income of associates and share of income attributable to minority interests should be in line with those in The Group maintains the following key goals: Achieve an annual average sales growth rate of 3%-5% from 2011 to 2013 (at constant scope and exchange rates); Generate an EBITDA margin of around 20% in 2013; Maintain investment spending at under 300 million per year from 2011 to 2013; and Pay out around 40% of net income in dividends. B. INFORMATION ABOUT THE OFFER RESERVED FOR EMPLOYEES Purpose of the Offer Reserved for Employees Type and number of shares being offered and submitted for admission to trading To give employees a greater stake in the Group s performance. The Offer Reserved for Employees will be carried out at the same time as the Company's shares are admitted to trading on the NYSE Euronext regulated exchange in Paris. This listing is intended to support the Group's expansion strategy as described in Section 6.4 of the Document de Base, Strategy: targeted growth combining operational excellence with profitability, both sources of high, recurring cash flow. The listing will also boost the Company s visibility among customers and give it access to new sources of financing. The Company has requested that the following shares be admitted to trading on Compartment A of the NYSE Euronext regulated exchange in Paris: - Up to 1,000,000 new shares issued for an employee savings plan for Group employees (the New Shares Reserved for Employees ); and - All shares making up the Company s share capital following the Transactions Involving the Company s shares, which will be equal to 66,543,903 shares. The shares covered by the Offer consist of 26,617,561 shares (the Transferred Shares ) transferred by Vertec (the Transferor Shareholder ), a Compagnie de Saint-Gobain subsidiary, through a public offer and private placement (this number could be increased to 30,610,195 shares if the Over-Allotment Option is exercised in full). This number may be changed (see the conditions set forth in Section of the Company s corresponding securities note dated June 6, 2011). 10

13 Intention of the controlling shareholder, Compagnie de Saint-Gobain Structure of the Offer Reserved for Employees Ceiling and reduction Employees eligible for the Offer Reserved for Employees Lock-up period for shares subscribed by employees Indicative price range This share transfer is being carried out under Compagnie de Saint-Gobain s goal (announced on November 15, and reiterated on May 26, ) to focus on the housing market and divest its holdings in Verallia between now and No other decisions have been made concerning how these goals are to be achieved. - An employee savings plan (the Employee Savings Plan ) open to employees of Group companies with registered office in France; and - An international employee savings plan (the International Employee Savings Plan ) open to employees of Group companies with registered offices in Germany, Argentina, Brazil, Chile, Spain, the United States, Italy, Poland, and Portugal. Employees of Verallia and its affiliates (as defined in Article L of the French Labor Code) who have signed up for the Employee Savings Plan or International Employee Savings Plan can subscribe New Shares Reserved for Employees under the Offer Reserved for Employees either directly or through the Verallia Avenir Fund (registered with the AMF on May 20, 2011 under number FCE ), depending on the country in which the share subscription is made. This Securities Note will be passported to Germany, Italy, Portugal, and Spain. The Board of Directors has also decided in principle to award up to a maximum of 670,000 worth of bonus shares to employee shareholders. Shares may be subscribed under the Offer Reserved for Employees up to a total of 1,000,000. Employees meeting the following criteria are eligible for the Offer Reserved for Employees: (i) employees of Verallia and its affiliates (as defined in Article L of the French Labor Code) who have signed up for the Employee Savings Plan or International Employee Savings Plan; (ii) employees who have worked for a Group company at least one day during the subscription/revocation period; and (iii) employees who have worked for a Group company for at least three months (consecutive or otherwise) between January 1, 2010 and the last day of the subscription/revocation period. Shares subscribed by employees under the Offer Reserved for Employees will be locked up in the Employee Savings Plan until May 1, 2016, or in the International Employee Savings Plan until July 1, 2016, unless regulations allow for the shares to be released earlier. Between and per share. The price of Transferred Shares under the Offer (the Offer Price ) may be outside the Offer Price range of 29.5 to 36 per share. If the upper limit of this indicative price range is changed or if the Offer 4 During the Investor Day on Strategy on November 15, 2010; presentation available on the Compagnie de Saint-Gobain website at 5 In a Compagnie de Saint-Gobain press release issued on May 26, 2011 and available on the Compagnie de Saint-Gobain website at 11

14 Price is set above the upper limit (initial or modified) of the indicative price, the closing date for the Open Price Offer (the OPO ) will be pushed back or a new purchasing period for the OPO will be opened so that there are at least two stock market trading days between the date when the press release announcing the change is issued and the new OPO closing date. Orders made under the OPO before the press release is issued will be upheld unless expressly cancelled on or before the new OPO closing date. The Offer Price may be set above the price range if there would be no significant effect on the other features of the Offer. Subscription Price for the Offer Reserved for Employees The Chief Executive Officer, acting as a delegate of the Board of Directors, will set the subscription price for employees by applying a 20% discount to the Offer price. The Offer Price will be established by comparing the number of shares available with investor orders under the Global Placement using the bookbuilding technique (a standard market practice). The securities note approved by the AMF on June 6, 2011 under visa number describes the valuation methods that will be used, which consist of the following: - The valuation multiples method, in which a company s valuation multiples are compared with those of listed companies in the same industry with similar business activities and underlying markets and of a similar size; and - The discounted cash flow method, which assesses a company s intrinsic value based on its medium- to long-term growth prospects. This description is provided for information purposes only and does not in any way prejudge the Offer Price. Vesting date January 1, Gross proceeds from the Offer Reserved for Employees Net proceeds from the Offer Reserved for Employees Main risks related to the Offer: Approximately million based on the median of the indicative price range for the Offer Reserved for Employees. Approximately million based on the median of the indicative price range for the Offer Reserved for Employees. The costs associated with the Offer Reserved for Employees include knowledge-based services and deliverables. The Company s shares have never been listed before and are subject to market fluctuations; There is a potential for volatility in the Company s share price; The chance that the Offer could be cancelled if the Underwriting Agreement is terminated or not signed by all parties; Saint-Gobain could sell a significant number of the Company s shares, which could lower the Company s share price; Saint-Gobain will be the Company s majority shareholder and will be in a position to control the majority of the Company s business decisions; The dividends received by investors may be lower than the amount indicated in the Company s description of its dividend policy. 12

15 C. OWNERSHIP OF SHARE CAPITAL Before the Offer (taking account of the Transactions Involving the Company s shares 1 ) After the Offer but before the exercise of the Over- Allotment Option (taking account of the Transactions Involving the Company s shares 1 ) After the Offer and the exercise of the Over- Allotment Option (taking account of the Transactions Involving the Company s shares 1 ) After the Offer and the exercise of the Over- Allotment Option (taking account of the Transactions Involving the Company s shares 1 and the issue of New Shares Reserved for Employees 2 ) After the Offer and the exercise of the Over- Allotment Option (taking account of the Transactions Involving the Company s shares 1, the issue of New Shares Reserved for Employees 2, and the granting of bonus shares to employees 3 ) Number of shares and voting rights Percentage of share capital and voting rights Number of shares and voting rights Percentage of share capital and voting rights Number of shares and voting rights Percentage of share capital and voting rights Number of shares and voting rights Percentage of share capital and voting rights Number of shares and voting rights Percentage of share capital and voting rights Vertec 4 40,409, % 13,791, % 9,798, % 9,798, % 9,798, % Spafi 5 8,288, % 8,288, % 8,288, % 8,288, % 8,288, % SG Cristaleria 6 17,845, % 17,845, % 17,845, % 17,845, % 17,845, % Total Saint- Gobain 66,543, % 39,926, % 35,933, % 35,933, % 35,933, % Board Members 270 N/A % % % % Employees 2, % 0 0.0% 1,000, % 1,670, % Free float 0-26,617, % 30,610, % 30,610, % 30,610, % Total 66,543, % 66,543, % 66,543, % 67,543, % 68,213, % These transactions are described in Section 11.1 of the securities note approved by the AMF on June 6, 2011 under visa number The issue of up to 1,000,000 new shares for an employee savings plan for Group employees. The granting of up to 670,000 new bonus shares under the Offer Reserved for Employees. Vertec is 99.99%-owned by Compagnie de Saint-Gobain. Spafi is 99.99%-owned by Compagnie de Saint-Gobain. SG Cristaleria is 99.83%-owned by Compagnie de Saint-Gobain. D. PRACTICAL INFORMATION Indicative timetable June 6, 2011 June 7, 2011 June 20, 2011 June 21, 2011 June 22, 2011 June 24, 2011 June 26, 2011 July 27, 2011 AMF issues visa for Prospectus Opening of the Offer Reserved for Employees Opening of the OPO and Global Placement Closing of the reservation period for the Offer Reserved for Employees Closing of the OPO and Global Placement at 5:00 p.m. (Paris time) for purchases made in person and 8:00 p.m. (Paris time) for purchases made online Setting of the Offer Price Company s shares begin trading on the NYSE Euronext regulated exchange in Paris Setting of the share subscription price for the Offer Reserved for Employees (by applying a 20% discount to the Offer Price) Opening of the subscription/revocation period Settlement-Delivery of the OPO and Global Placement Closing of the subscription/revocation period Recognition of the share issue and settlement-delivery of the Offer Reserved for Employees 13

16 Terms of purchase Employees wishing to subscribe shares under the Offer Reserved for Employees should reserve shares during the reservation period based on the price range for the Offer Reserved for Employees. Employees can change or cancel their reservation during the subscription/revocation period, which will begin after the subscription price for the Offer Reserved for Employees has been set. Employees can subscribe shares either online or using a paper form, depending on the country they are in. E. ADDITIONAL INFORMATION Documents on display Copies of the Prospectus are available free of charge at Verallia s registered office, on the Verallia website, and on the AMF website, 14

17 1 PERSONS RESPONSIBLE 1.1 Persons responsible for the Prospectus Jérôme Fessard, Chief Executive Officer of Verallia. 1.2 Statement by the persons responsible for the Prospectus Statement by the Company I declare that to the best of my knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect its import. I have obtained from the Statutory Auditors, upon completion of their work, a letter in which they indicate that they have verified the information concerning the financial position and the financial statements presented in the Prospectus, and have read the entire Prospectus. The statutory auditors have reviewed the IFRS Combined Financial Statements for the fiscal years ended December 31, 2008, 2009, and 2010 provided in Section 20.1 of the Document de Base, and their report, provided in Section 20.3, Statutory auditors report on the Combined Financial Statements, of the Document de Base expresses an unqualified opinion with no matters to report. The statutory auditors have also reviewed the profit forecasts provided in Section 13 of the Document de Base, and their report on these forecasts, provided in Section 13.4, Statutory Auditors Report on the profit forecasts, of the Document de Base expresses an unqualified opinion with no matters to report. Courbevoie, June 6, 2011 Jérôme Fessard Chief Executive Officer 1.3 Person responsible for financial information Claire Moses Head of Investor Relations Les Miroirs, 18 Avenue d'alsace Courbevoie France Tel.: claire.moses@saint-gobain.com 15

18 2 RISK FACTORS RELATING TO THE OFFER In addition to the risk factors described in Section 4, Risk Factors, of the Document de Base, investors should also bear in mind the following risks and information contained in this Securities Note before deciding to invest in the Company. Purchasing the Company s shares involves risks. The material risks identified by the Company as of the AMF visa date for the Prospectus are described below and in the Document de Base. The occurrence of one or more of these risks may have a material adverse effect on the Group s operations, financial position, assets, liabilities, profits, image, and outlook. This could cause the Company s share price to fall and investors could lose some or all of their investment in the Company. Other risks and uncertainties not known to the Company as of the date of the Prospectus or which the Company deems immaterial may also disrupt or have an adverse effect on the Group s operations, financial position, assets, liabilities, profits, image, outlook, and share price. 2.1 The Company's shares have never been traded on a financial market and are subject to market fluctuations The Company s shares had not been listed on any regulated exchange before they were listed on the NYSE Euronext regulated exchange in Paris. The Offer Price does not give an indication of what the Company s share price will be after the shares are admitted to trading on the NYSE Euronext regulated exchange in Paris. The Company s share price after the shares are listed on the NYSE Euronext regulated exchange in Paris may vary significantly from the Offer Price. Although the Company has requested the listing of its shares on the NYSE Euronext regulated exchange in Paris, it is not possible to guarantee the existence of a liquid market for its shares or that such a market will continue, should one develop. The lack of a liquid market for the Company s shares may affect the share price. 2.2 Volatility in the market price of the Company's shares The Company s share price may be influenced by any number of factors affecting the Company, its competitors, the general economic climate, and the glass packaging industry. The Company s share price may fluctuate significantly in response to events such as: Changes in the Group s results, forecasts, or outlook, or those of its competitors from one fiscal year to the next; Announcements by competitors or other companies with similar business activities, announcements concerning the glass packaging market or industry in France or worldwide, and announcements concerning the financial and operational performance or outlook of other companies in the Group s industry; Unfavorable changes in regulations applicable to the Group or its industry; Announcements concerning changes in the Company s shareholders; Announcements concerning changes in the Group s management team or key employees; and Announcements concerning the Company s scope (acquisitions, disposals, etc.). Stock markets are subject to significant fluctuations that do not always relate to the results and outlook of the companies traded on these markets. Such market fluctuations, as well as changes in the general economic climate, may have a material effect on the Company s share price. 16

19 2.3 Risks relating to the non-signature or termination of the Underwriting Agreement One or more parties may decide not to sign the Underwriting Agreement, or the Underwriting Agreement may be terminated in certain circumstances by the Joint Lead Managers and Bookrunners (acting on behalf of the Underwriters) at any time up to and including the settlement-delivery date of the Offer (see Section of the securities note approved by the AMF on June 6, 2011 under visa number ). If the Underwriting Agreement is not signed by all parties or is terminated, the Offer and the corresponding purchase orders will be cancelled retroactively. All orders to buy shares under the Open Price Offer (the OPO ), the Global Placement, and the Offer Reserved for Employees as well as the offers themselves and any shares traded up to and including the settlement-delivery date will be cancelled retroactively and must be settled. Investors will be personally responsible for any potential lost gains and any costs resulting from such a cancellation. 2.4 The sale of a significant number of the Company s shares could lower the Company s share price Compagnie de Saint-Gobain, the Company s main shareholder, will continue to hold, directly or indirectly, more than 50% of the Company's share capital and voting rights on the settlement-delivery date of the Company s shares, and will thus be the controlling shareholder. Should Compagnie de Saint-Gobain decide to sell, directly or indirectly, some or all of its shares on the market at the end of the lock-up period (as described in Sections 7.3.2, 7.3.3, and of the securities note approved by the AMF on June 6, 2011 under visa number ), or before the end of the lock-up period if the lock-up requirement is waived, or should such a sale be considered imminent or likely, the Company s share price may decline sharply. 2.5 Compagnie de Saint-Gobain will be the Company's majority shareholder and will be in a position to control the majority of business decisions After the Restructuring Transactions and the Offer, Compagnie de Saint-Gobain will remain the Company s main shareholder either directly or via its subsidiaries (Vertec, Spafi, and SG Cristaleria). Consequently, Compagnie de Saint-Gobain will be able to unilaterally approve resolutions proposed at general shareholders meetings and extraordinary shareholders meetings. Compagnie de Saint-Gobain will therefore be able to make important decisions for the Company on its own, such as the appointment of executives, the approval of fullyear financial statements, the payment of dividends, the granting of share capital authorizations, changes to the Company s Articles of Association, and certain strategic transactions such as mergers. 2.6 The dividends received by investors may be lower than the amount indicated in the description of the Company's dividend policy Verallia plans to implement a policy of paying dividends to its shareholders, with a payout ratio that could reach up to 40% of net consolidated income attributable to equity holders of the parent company (see Section , Dividend policy, of the Document de Base). However, this does not constitute a commitment by the Company to adhere to this dividend payout ratio. The amount of future dividends will depend on a number of factors, including the Group s strategic goals, financial position, contractual restrictions, business development opportunities, legal and regulatory requirements, and any other factors deemed relevant by the Company and its shareholders. 17

20 3 KEY INFORMATION 3.1 Statement on net working capital The Company believes that the Group has enough consolidated net working capital (i.e., sufficient access to cash and cash equivalents) to cover its payment obligations for the 12 months after the AMF approves the Prospectus. 3.2 Consolidated adjusted equity and debt (unaudited) As specified in Section of the Document de Base, the Combined Financial Statements do not reflect certain events and transactions that will occur when the Company s shares are admitted to trading on the NYSE Euronext regulated exchange in Paris. These events and transactions may affect the Group s financial structure, and include: All Restructuring Transactions except for the SCGI Contribution (described in Section of the Document de Base), which will be carried out on the date the Company s shares are admitted to trading on the NYSE Euronext regulated exchange in Paris; Dividend payments and repayment of the contribution premium as described below. These events and transactions will affect Verallia s equity and net debt as indicated in the following table. million (IFRS) 1. Equity* and debt Current financial liabilities April 30, 2011 (unaudited) Adjustments April 30, 2011 adjusted (unaudited) With sureties With guarantees Without sureties or guarantees Total current financial liabilities Non-current financial liabilities With sureties or collateral With guarantees Without sureties, guarantees, or collateral 111 1,333 1,444 Total non-current financial liabilities 111 1,333 1,444 Total equity* Equity* attributable to equity holders of the parent company 1,071 (1,186) (115) Minority interests* Total equity* 1,110 (1,186) (76) 2. Breakdown of net debt A. Cash and blocked cash B. Cash equivalents

21 million (IFRS) April 30, 2011 (unaudited) Adjustments April 30, 2011 adjusted (unaudited) C. Available-for-sale securities D. Total cash and cash equivalents (A+B+C) E. Short-term financial receivables F. Short-term bank borrowings 6-6 G. Portion of medium and long-term borrowings due in less than 1 year H. Other current financial liabilities I. Total current financial liabilities (F+G+H) J. Net current financial liabilities (I-E-D) K. Portion of bank loans due in more than 1 year L. Bond issues M. Other non-current financial liabilities 77 1,333 1,410 N. Net non-current financial liabilities (K+L+M) 111 1,333 1,444 O. Net debt (J+N) 531 1,333 1,864 * Including profit for the period These data are taken from the financial statements at April 30, The adjustments reflect the following Restructuring Transactions that will be carried out on the date that the Company s shares are listed on the NYSE Euronext regulated exchange: - Verallia s repayment of 574 million of the premium on Spafi's contribution of SG Containers, resulting in a reduction in equity and an increase in net debt (no further repayments of this premium are currently planned); - Verallia s acquisition of SG Vidros and SG Emballage shares from Compagnie de Saint-Gobain for 612 million, made under the control of the same entity. The elimination of the purchased shares was recognized through a reduction in Verallia s equity with a corresponding increase in net debt. The other transactions relating to the creation of the Group include the contributions of the remaining SG Emballage shares and the SG Vicasa shares previously held by Saint-Gobain. These other transactions had no effect on Verallia's net debt or equity since the share eliminations were offset by increases in share capital of an equivalent amount; - SG Emballage s dividend payment prior to the admission of the Company s shares to trading on the NYSE Euronext regulated exchange in Paris, which reduced equity by 147 million (already recognized in the financial statements at April 30, 2011). However, as the dividends will not be paid out until after April 30, the amount of net debt was increased back to the expected level on the date the Company s shares are admitted to trading on the NYSE Euronext regulated exchange in Paris. These factors result in a positive 1,333 million adjustment to net debt and a negative 1,186 million adjustment to equity at April 30,

22 Since April 30, 2011, there have not been any material changes affecting the Group s net non-current financial liabilities or equity, apart from the factors reflected in the above adjustments and changes in working capital due to the seasonal nature of the Group s activities. 3.3 Interests of individuals and legal entities participating in the Offer Not applicable. 3.4 Purpose of the Offer Reserved for Employees To give employees a greater stake in the Group s performance. 4 INFORMATION RELATING TO THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING 4.1 Type, category, and vesting date of the shares being offered and admitted to trading Type and number of shares submitted for admission to trading The Company has requested that the following shares be admitted to trading on Compartment A of the NYSE Euronext regulated exchange in Paris: - Up to 1,000,000 new shares issued for an employee savings plan for Group employees (the New Shares Reserved for Employees ) described in this Securities Note (the Offer Reserved for Employees ); and All shares making up the Company s share capital following the Transactions Involving the Company s shares, equal to 66,543,903 shares; The shares covered by the Offer consist of 26,617,561 shares (the Transferred Shares ) transferred by Vertec (the Transferor Shareholder ), a Compagnie de Saint-Gobain subsidiary, through a public offer and private placement of 26,617,561 shares (this number could be increased to 30,610,195 shares if the Over-Allotment Option is exercised in full). This number may be changed (see the conditions described in Section of the securities note approved by the AMF on June 6, 2011 under visa number ). This share transfer falls under the targets set by Compagnie de Saint-Gobain on November 15, , reiterated on May 26, , to focus on the housing market and divest its holdings in Verallia between now and No other decisions have been made concerning how these goals are to be achieved Vesting date January 1, 2011 Name of shares Verallia 6 Presentation of Compagnie de Saint-Gobain at the Strategy Investor Day of November 15, 2010, available on the Compagnie de Saint- Gobain website ( 7 Compagnie de Saint-Gobain press release dated May 26, 2011, available on the Compagnie de Saint-Gobain website ( 20