Information for MBWS shareholders in advance of the AGM on

Paris, 25 ^th January 2019

Information for MBWS shareholders in advance of

the Annual General Meeting to be held on 31 ^st January 2019

Marie Brizard Wine & Spirits (Euronext: MBWS) has decided to publish today additional detailed information in advance of its General Meeting to be held on 31 ^st January 2019, regarding the operations and proposals submitted for the approval of its shareholders.

Context of the agreement signed by COFEPP and Marie Brizard Wine & Spirits   

The Group has faced significant operating and financial difficulties during the past several months which have led to the involvement of a conciliator and of an Inter-Ministerial Industrial Restructuring Committee, two independent bodies under whose guidance all solutions in the Company’s best interest have been explored (refinancing, disposal of brands and assets, involvement of a financial or industrial partner, capital increase, etc.).

Thus, since March 2018, the Company’s management has sought solutions to address the Group’s liquidity problems.  Under the guidance of the conciliator, several loans were obtained from the syndicate of banks for a total principal amount of €7.5m, as well as a current account advance granted by COFEPP for a principal amount of €7.5m.  These loans were expected to enable the Group to finalize the discussions with its banking partners before the end-of-summer in 2018.

Faced with the deterioration of market conditions in France and the United States, and the delay in executing the plan of corrective measures in Poland, the estimate for 2018 EBITDA was revised downward significantly.  This rendered it impossible for the Group to conclude the discussions with its banking partners before the end-of-summer 2018.  

On 4 ^th September 2018, the Group announced a project to sell some of its brands in order to cover all or part of the FY 2018 losses.  This project was announced after a budgeting exercise carried out in the summer of 2018 led to a decrease in the estimated 2018 EBITDA, and highlighted the Group’s weakened cash position, which – based on the assumptions made by the Group – pointed to a funding need in a range of €40m to €50m by January 2020, particularly in light of the termination of coverage by some credit insurers.

Consequently, a process (which lasted three months) to sell some brands was carried out by an investment bank. In total, approximately 40 investors were contacted formally.  Some of these investors made indicative offers, but no binding offer was received as of the Board of Directors meeting on 21 ^st December 2018, which met to close the 2017 accounts.  Given this state of affairs, the Board of Directors made the decision to end the asset disposal process.     

Given this situation and in light of the impossibility of finding additional debt finance     ng, as well as facing the difficulty of identifying buyers for the assets that were for sale, the investment bank was also mandated to find an industrial or financial partner capable of providing the Group with the required capitalization, in the event that the asset disposal project failed. 

During this period, roughly 20 investors were contacted and two firm offers were received during the week of the 17 ^th December, after three months of analysis and advanced discussions.

After assessing the two proposals, COFEPP’s offer -- after negotiation -- was chosen unanimously by the Board of Directors (excluding the Board members representing COFEPP, who abstained from participating in the deliberation and the vote) over the offer made by a foreign first-tier financial investor.  The offer submitted by COFEPP was also preferred over the possibility of opening an insolvency procedure which would have significantly worsened the situation (specifically leading to the loss of credit provided by suppliers, client contracts, as well as the risk that the Group’s key employees might resign or be hired away) and would have permanently damaged the Company.   

The offer submitted by COFEPP was chosen based on objective criteria: a higher amount invested (€37.7m in COFEPP’s Principal Option, compared to €25m in the financial investor’s proposal) and a higher subscription price for the reserved capital increase (€4.00 per share offered by COFEPP, compared to €3.52 per share offered by the financial investor).

The Board of Directors also considered that an industrial partner offered the Group significant strategic advantages.  

Moreover the offer made by COFEPP, which is structured in the form of a Principal Option subject to certain conditions, and – if the Principal Option is not able to be executed – an Alternative Option (under the sole condition of the approval of shareholders at the General Meeting) would secure the required recapitalization of the Group.  A summarized description of the Principal and Alternative Options are included in the annexes of this press release.

The conclusion of that agreement enabled the Board of Directors to close the FY 2017 accounts on 21 ^st December 2018, with the Company as a going concern, and to summon shareholders to an Annual General Meeting.  The execution, without delays, of the binding agreement with COFEPP is a condition for the Group’s status as a going concern.  However, the assumptions regarding the Company’s liquidity estimates relies on the disposal of assets (excluding brands).  The Group has received several expressions of interest, but no firm offer has been received at present.  Any disposal of significant assets will first be evaluated by an ad hoc committee.   

In applying the agreement reached between the Company and COFEPP on 21 ^st December 2018, the parties agreed to place in escrow, to be received by a conciliator as Escrow, the amount of €25m as a guarantee of COFEPP’s proper execution of all of its voting, deposit, subscription and payment commitments (including a receivable offset) of said agreement.  In the event that it does not respect these commitments, COFEPP has agreed to pay an indemnity of €5m, without prejudice to any enforcement of rights. 

The Group’s Board of Advisors and Chief Executive Officer have clearly affirmed their preference for the Principal Option of the agreement signed with COFEPP (the COFEPP Reserved Capital Increase, outlined in Resolution 28 to be proposed at the General Meeting).  This is the only option which will provide the Group with sufficient funds to cover its financial requirements and to enable its turnaround.   

Given the Group’s liquidity challenges, and the urgency of obtaining funding as quickly as possible to enable the Group to face its financial obligations, the decision has been made to submit this operation to the shareholders at the General Meeting of 31 ^st January 2019, without waiting for the publication of the Company’s FY 2018 results or the new strategic plan.  The agreement with COFEPP includes a bridge loan of €25m to be granted to the Company by COFEPP within two days following the General Meeting, in the event of a favorable vote on either of the Options.  Therefore, in order to receive these funds it has become necessary to hold a General Meeting without delay.  As a reminder, the agreement with COFEPP will become automatically void if a General Meeting is not held to vote on the Operation by 31 ^st January 2019 at the latest.    

Update on the strategic plan and preliminary estimates on FY 2018 EBITDA and Net Loss

Andrew Highcock, Chief Executive Officer of Marie Brizard Wine & Spirits, joined the Group at the end of October 2018.  He spent the first weeks of his tenure meeting with company staff and with the largest clients across the Group’s various geographies.  He is currently working with the Group’s employees to prepare a new strategic plan which should be presented and communicated before the end of Q1 2019.

No member of the Board of Directors, including those representing COFEPP, has yet had access to any part of the strategic plan or the future business plan.

Given the constraints as regards regulatory controls on mergers, COFEPP cannot contribute to MBWS’ strategic plan before obtaining the required authorizations.  Once the authorizations are secured, COFEPP will work with MBWS management to identify and to seize the possible synergies, within the confines of the best interests for each of the companies, and an equitable distribution between the two companies within the context specifically of MBWS’ recovery and development.

In order to provide the best information possible to its shareholders, the Group has decided to publish its latest estimates for FY 2018.  These are preliminary numbers as the auditors have not yet begun their review of the FY 2018 accounts. 

Thus, for the year ended 31 ^st December 2018, the Group expects an EBITDA of approximately -€28m and a net loss, based on the work carried out so far on the annual accounts, in a range of -€60m and -€6             5m, also including impairments.

A standstill granted by the banks

On 23 ^rd January 2019, the creditors of the medium term loan received on 26 ^th July 2017 and of the bridge loan received on 29 ^th  May 2018 accepted to waive the right to request the immediate repayment of the medium-term loan, with a principal amount of €45m.  This waiver is valid until 28 ^th February 2020 at the latest.  During the same period, they have also agreed to waive the half-yearly payments on said mid-term loan, and -- until the realization of the capital increases outlined in the Operation (such as the term is defined hereafter) -- to the repayment of the bridge loan in the amount of €7.5m in principal, granted on 29th May 2018.

The waivers will be rescinded immediately and in advance if one of the following events takes place:

• No approval is given by shareholders at the General Meeting for one or the other of the operations outlined in the 21 ^st December 2018 agreement with COFEPP (“the Operation”);
• Lack of repayment of the bridge loan with a principal amount of €7.5m granted on 29th May 2018, following the planned capital increases outlined in the framework of the Operation, and no later than 19 ^th April 2019;
• Lack of payment of interests, fees and commissions due under the terms of the covenants on the syndicated loan of 26 ^th July 2017 and the bridge loan of 29 ^th May  2018;
• No extension granted by the Commission of Heads of the Financial Services of the Île-de-France ( CCSF ) on the plan for the clearance of current public liabilities (currently in process), under certain conditions;
• Reduction of the usable amount of the overdraft granted by a banking partner in Poland, whose effect was not compensated, within four weeks of said reduction;
• Receipt by COFEPP of all repayments (other than in shares) related to the advance granted on 29 ^th May 2018 before the total repayment of the bridge loan of 29 ^th May 2018;
• Lack of a finalized agreement with financial partners reached by 20 ^th May 2019 at the latest, or delivery of a judgement officially ratifying said agreement no later than 30th June 2019. Discussions continue with the Group’s financial partners and public creditors in order to reach a definitive agreement, within the framework of an open conciliation process which began on 20 ^th December 2018 for the benefit of the Company and its affiliates MBWS France, Moncigale and Cognac Gautier. For information purposes, the Group’s negotiations with its financial partners, its largest shareholders and its public creditors, underway since early 2018, have been carried out -- since 20 ^th April 2018 -- within the framework of an open conciliation process by the President of the Business Court of Paris ( Tribunal de commerce de Paris ), and then from 20 ^th September 2018, within the framework of the process of an ad hoc mandate, and under the guidance of the Inter-Ministerial Industrial Restructuring Committee.  As is the case with all companies facing financial difficulties, it was in the legitimate best interest of the Group to maintain the confidentiality of these processes and related information, in order to improve the chances of fruitful negotiations. Plan to clear tax and social benefit liabilities The cash shortfall faced by the Company and its affiliates (MBWS France, Moncigale and Cognac Gautier) have generated tax and social benefit liabilities which are the object of a plan of transitory clearance that was closed by the CCSF on 27 ^th June 2018 and extended until February 2019 by a decision handed down on 20 ^th December 2018.  The CCSF is expected to meet before the end of March to rule on a new extension of the liability clearance plan.  A delay in the plan’s monthly payment schedule or of current tax or social benefit liabilities will lead to the termination of the plan.  In accordance with the rescheduling called by the CCSF, the tax and social benefit liabilities of the companies mentioned hereafter are guaranteed by:

• A pledge by MBWS France of the brands San José and Old Lady’s to the benefit of the DGE ( General Direction of Enterprises ) and the brand William Pitterson to the benefit of the URSSAF (the French government’s Union of Receipts of Social Security and Family Allocation );
• First and second tier pledges by Moncigale of the brand Fruits and Wine to the benefit of the DGE (the second tier pledge is being finalized);
• A pledge of Cognac stocks without dispossession to the benefit of the DGE;
• Mortgage registrations on MBWS’ Lormont site to the benefit of the DGE and the URSAFF. These security pledges will remain in force until the repayment is received of all of the amounts due in relation to the liability clearance by the companies involved.  At 23 ^rd January 2019, the total amount of tax and social benefit liabilities taken into account by the plan is approximately €9.6m.    Assignment of the firm Ledouble As a reminder, on 10 ^th January 2019 the Company announced the voluntary hiring, based on the foundation of article 261-3 of the AMF’s general regulations, of the firm Ledouble in its role as an independent expert, tasked with providing an expert opinion on the reserved capital increase outlined in the Operation.  Given the deadline, Ledouble will not be in a position to provide an expert opinion at the General Meeting.  It will address a status report of its progress to the Company’s Board of Directors prior to the General Meeting.  This report will be published on the Company’s website for full disclosure to shareholders.   Guarantees On 7 ^th June 2018, the Group announced the subscription of a bridge loan granted by the banks for a principal amount of €7.5m and a current account advance for a principal amount of €7.5m granted by COFEPP while the Group was facing a cash shortfall.  The Operation with COFEPP should enable the following repayments:

• Repayment in shares of the advance granted by COFEPP;
• Repayment in cash of the bridge loan granted by the banks. These reimbursements will enable the Company to obtain the release of the assurances in place to guarantee the repayment of these loans, as follows:

• The pledge of the Sobieski brand (however, in the event of the execution of the Operation’s Alternative Option, this brand will serve as a pledge in guarantee for the repayment of the bonds issued by the Company for an amount of €14.5m);
• The pledge to a custody account on 35% of the capital of MBWS France;
• The pledge of the Marie Brizard brand. In the event of the execution of the Operation’s Principal Option, no new guarantee shall be granted on the Group’s assets to the benefit of COFEPP. In the event of the execution of the Alternative Option, the following guarantees will be granted for the benefit of COFEPP:
• A pledge on the Sobieski brand as a guarantee of the repayment of the bonds issued by MBWS for a total amount of €14.5m;
• A pledge to a custody account on all of the shares of Cognac Gautier as a guarantee of repayment of the bonds issued by MBWS France for a total amount of €15m, reduced by the amount of the capital increase subscribed by COFEPP above and beyond €10.5m.   The execution of the Operation will not have a direct effect on the other existing guarantees on the Group’s assets (e.g. pledge of the William Peel brand, guarantees on the public liabilities, etc.).  It is further specified that a request will be made, without this constituting a condition, that the bridge loans (to be subscribed by COFEPP if either the Principal or Alternative Options receive a favorable vote by shareholders at the General Meeting) as well as in the Operation’s Alternative Option, the bonds issued could benefit from the privilege of the article L. 611-11 of the Commercial Code under the assumption that an agreement is ratified within the framework of the conciliations that are underway.    Amendments to the 2017 Registration Document The information regarding tax loss carry forwards, in note 5.5 (Impact of exceptional tax assessments) in chapter 5 (Annual financial statements) of the 2017 Registration Document (French version), is not precise and should be worded as follows: “At 31 ^st December 2017, the amount of tax loss carry forwards under the tax consolidation totaled €188.4m, virtually flat compared to 31 ^st December 2016.”   However, the use of these tax losses assumes the realization of profit in the countries in which these tax losses exist, and their use is regulated by fiscal tax provisions.  Additionally, the table in Note 6.3 of the 2017 consolidated accounts on page 94 (French version of the Registration Document) contains an error.  A correction can be found in the annex of this press release. Finally, regarding what is indicated in paragraph 2.3.1 on page 24 and in paragraph 4.6.11 on page 99 of the French version of the 2017 Registration Document, please note that the credit contract signed on 26 ^th July 2017 is not the object of any request for early repayment.

Governance

Within the framework of recent organizational changes at Marie Brizard Wine & Spirits, the General Managers of the international affiliates now report directly to the Group’s Chief Executive Officer.  Andrew Highcock provides the benefit of his knowledge of the international beverage and spirits markets, as he has held senior management positions in several of those countries.  Consequently, Stanislas Ronteix, Deputy CEO of the Group responsible for distribution and sales development in the clusters, left the Group on 18 ^th January 2019. 

As announced in the press release of 24 ^th December 2018, the Company has agreed to submit to its shareholders a list of nominees of members representing COFEPP with the aim of having a majority of members of the Board of Directors representing COFEPP in the event of the execution of the Principal Option of that agreement.  This is valid assuming that the Capital Increase Reserved for COFEPP is realized. 

Given the intention of Christine Mondollot and Constance Benqué to resign from their positions as Board members with effect on the date of the execution of the Operation (and considering Benoît Hérault’s resignation with effect at the same date), COFEPP will propose to the shareholders at the next General Meeting the following representatives ^[1] :

• Pascale Anquetil, responsible for Finance and Administration at COFEPP;
• Anna Luc, Director of Marketing - France at La Martiniquaise;
• Cyril Cahart, General Manager of Operations – France, and  CEO of Benelux COFEPP;
• Georges Graux, Chief Financial Officer at COFEPP.

Biographical details for these candidates are available on the Company’s website (in French) on the “Assemblée Générale 2019” page. 

The objective of the financial and industrial investment by COFEPP in MBWS is the turnaround of the latter via the preservation and development of MBWS’ business activities, particularly in light of potential synergies.  Within this context, COFEPP confirms that it does not have any intention, in the short or medium term, of pursuing a merger or a contribution between MBWS and COFEPP.  If such a transaction were to be proposed to shareholders at a later date, the parity to be retained would take into account the recovery of MBWS and it business potential, for the benefit of all MBWS shareholders.

Discussions regarding sales and distribution underway between MBWS and COFEPP

As announced when COFEPP became a shareholder of Marie Brizard Wine & Spirits, opportunities for joint sales and distribution in international markets have been explored.  In Spain, Marie Brizard Wine & Spirits’ affiliate does not have the critical size necessary to enable it to achieve sustainable profitability. 

The Company is currently assessing a number of measures to reduce operating losses tied to distribution of the Company’s products in Spain.  One of the options under evaluation would be to outsource the distribution of its products to a third party.  In this regard, Bardinet Spain, a COFEPP affiliate, could take on such distribution.  The Company’s Board of Directors will consider a preliminary approval of such an arrangement.  The possible distribution of MBWS products by Bardinet Spain is not in any way tied to the binding agreement signed by MBWS and COFEPP.

Marie Brizard Wine & Spirits produces and sells a range of wine and spirits across four geographic clusters: Western Europe, Middle East & Africa, Central and Eastern Europe, the Americas, and Asia-Pacific. MBWS has distinguished itself for its know-how, the range of its brands, and a long tradition and history of innovation. From the inception of Maison Marie Brizard in Bordeaux, France in 1755, to the launch of Fruits and Wine in 2010, MBWS has successfully developed and adapted its brands to make them contemporary while respecting their origins. MBWS is committed to providing value by offering its customers bold, trustworthy, flavorful and experiential brands. The company has a broad portfolio of leading brands in their respective market segments, most notably William Peel scotch whisky, Sobieski vodka, Krupnik vodka, Fruits and Wine flavored wine, Marie Brizard liqueurs and Cognac Gautier. MBWS is listed on the regulated market of Euronext Paris, Compartment B (ISIN code FR0000060873, ticker MBWS) and is included in the EnterNext© PEA-PME 150 index, among others.

Annexes

Correction to Note 6.3 of the FY 2017 consolidated accounts: Financial Assets

Summary Description of the Principal Option and the Alternative Option

If the resolutions regarding the Principal Option -- Resolutions 28 and 29 -- do not receive a favorable vote by shareholders at the General Meeting, or if the conditions to which this Option are subject are not met, the Alternative Option will be executed by the Board of Directors.  The only specific conditions on the Alternative Option are those described below.

Whichever of the two options is executed, with the only condition being the favorable vote by the shareholders at the General Meeting on one of the two options, the agreement with COFEPP calls for COFEPP to grant the Company a bridge loan in the amount of €25m (at an annual interest rate of 4.56%), maturing on 30 ^th April 2020.  This loan is to be paid within two days following the date of the General Meeting.  The bridge loan will be repaid in advance at the date of the realization of one of the two options described hereunder, by inclusion in the capital.

• Principal Option -      Conditions:

• Favorable vote on Resolutions 28 and 29 at the General Meeting
• Obtaining an exemption form the AMF, excluding any recourse, no later than 28 ^th February 2019 ^[2]
• Obtaining the authorization of the anti-trust authorities in France and in Poland no later than 28 ^th February 2019
• Obtaining the formal approval of the AMF on the prospectus relative to the Operation -      Structure:
• Capital increase reserved for COFEPP for a total amount (issue premium included) of €37.712m, at a subscription price of €4 per share (issue premium included)
• Allocation to all shareholders of two types of free stock warrants, following the payment delivery of the reserved capital increase (one short-term stock warrant, and one long-term stock warrant granted for each ordinary share) at an exercise price of €3 per share:
  • • Stock warrants exercisable for one month ( “Short-term stock warrants” ), enabling the Company to quickly raise additional funds, 23 Short-term stock warrants enabling the subscription to 10 new ordinary shares for a total amount of €49.3m (issue premium included)
    • Stock warrants exercisable for 27 months ( “Long-term stock warrants” ), enabling shareholders to benefit from the Group’s medium-term recovery, 23 Long-term stock warrants enabling the subscription to 10 new ordinary shares for a total amount of €49.3m (issue premium included)
• On an indicative basis, assuming that the effective realization of the reserved capital increase takes place on 28 ^th February 2019, the stock warrants would be exercisable beginning on 5 ^th March 2019
• Commitment by COFEPP to exercise stock warrants in the amount of at least €15m (Short or Long term stock warrants, at COFEPP’s option)
• Appointment of new members to the Board of Directors, in representation of COFEPP, enabling COFEPP to have a majority of Board members as of the effective execution of the reserved capital increase

• Dilution resulting from the Principal Option

(1)        Preference shares (as described in Note 2 hereunder) do not grant the right to stock warrants.

(2)        Calculations carried out under the assumption of the issue of the maximum number of shares to be issued within the framework of the conversion of 4,732 free preference shares granted in application of the LTIP 2 plan on 1 ^st July 2016 (at a rate of 100 ordinary shares per one preference share in the event of a change of control, equivalent to 473,200 ordinary shares).  The 2023 stock warrants are not dilutive because the strike price is higher than the average share price in 2018, and the same is the case for the 349,000 stock options; these instruments are thus not taken into account in the analysis of potential dilution.

(3)     Assumption in the event that a shareholder sells his stock warrants, and that they are later exercised 

• Alternative Option -      Conditions:

• Favorable vote on Resolution 18 at the General Meeting
• Obtaining the formal approval of the AMF on the prospectus relative to the Operation -      Structure:
• Capital increase with shareholders’ preferential subscription rights for a total maximum amount (issue premium included) of €35m, at a subscription price per share equal to the volume-weighted average price (VWAP) of the last five trading days preceding the decision to realize the operation, reduced by a 40% discount, not to exceed €2.50 nor to be less than €2.00 (the ”Capital Increase with PSR” )
• Binding commitment by COFEPP to subscribe to the Capital Increase with PSR up to its share of MBWS’ capital, or approximately €10.5m
• Binding commitment by COFEPP to guarantee the realization of the Capital Increase with PSR to reach 75% of total in the event that there is not a high enough level of subscription by other shareholders (COFEPP will be able to place the shares exceeding 30% of capital in a Trust, and the Trustee will be able to sell the shares received at its complete discretion)
• Binding commitment by COFEPP to subscribe, on 3 ^rd March 2019, to a bond issue for MBWS and MBWS France, in the amount of €29.5m, at an annual interest rate of 4.56%, maturing on 30 ^th April 2024.  It is further specified that in the event that a recourse is filed against the exemption granted by the AMF but the Paris Appeals Court confirms the exemption (or overturns that decision but a new exemption void of all recourse is obtained), these bonds will be repaid in advance in exchange of 7,375,000 of the Company’s shares, subject to the favorable vote on Resolution 28 at the General Meeting (in the event that Resolution 28 is rejected, the bonds will become simple bonds, and not convertible into shares).  Furthermore, it is specified that the total nominal amount of the bonds shall be reduced proportionally to the amount subscribed as collateral by COFEPP within the framework of the Capital Increase with PSR.

• Dilution resulting from the Alternative Option

Scenario 1 – Subscription by all shareholders to all of the shares issued within the framework of the capital increase (subscription price of €2.50 per share)

• )     Calculations carried out assuming the maximum number of shares to be issued within the framework of the conversion of 4,732 free preference shares issued in application of the LTIP 2 plan on 1 ^st July 2016 (equivalent to 100 ordinary shares per each preference share in the event of a change of control, or 473,200 ordinary shares) and insofar as a change in the control of the Company as defined in said plan would take place following the execution of the Alternative Option.  The 2023 stock warrants are not dilutive because the exercise prices is higher than the average share price in FY 2018, as is the case for the 349,000 stock options, which are therefore not taken into account in the potential dilution analysis.        

• )     Hereunder, the scenario in which the bonds are repayable in shares.  

Scenario 2 – Subscription by COFEPP to 75% of ordinary shares issued within the framework of the capital increase (subscription price of €2.50 per share)

• )     Calculation carried out assuming the issue of the maximum number of shares to be issued within the framework of the conversion of the 4,732 free preference shares granted in application of the LTIP 2 plan on 1 ^st July 2016 (100 ordinary shares for one preference share in the event of a change of control, or 473,200 ordinary shares) and insofar as a change of control of the Company in the sense of said plan takes place following the execution of the Alternative Option.  The 2023 stock warrants are not dilutive because the strike price is higher than the average share price in FY2018, as is the case for the 349,000 stock options which are therefore not considered in the dilution analysis.  .  

(2 )     Hereunder, the scenario in which the bonds are repayable in shares.

Scenario 3 – Subscription by all shareholders to all of the shares issued within the framework of the capital increase (subscription price of €2)

1.        Calculation carried out assuming the issue of the maximum number of shares to be issued within the framework of the conversion of the 4,732 free preference shares granted in application of the LTIP 2 plan on 1 ^st July 2016 (100 ordinary shares for one preference share in the event of a change of control, or 473,200 ordinary shares) and insofar as a change of control of the Company in the sense of said plan takes place following the execution of the Alternative Option.  The 2023 stock warrants are not dilutive because the strike price is higher than the average share price in FY2018, as is the case for the 349,000 stock options which are therefore not considered in the dilution analysis.   

• )    Hereunder, the scenario in which the bonds are repayable in shares.  

Scenario 4 – Subscription by COFEPP to 75% of the ordinary shares issued within the framework of the capital increase (subscription price of €2)

1.        Calculation carried out assuming the issue of the maximum number of shares to be issued within the framework of the conversion of the 4,732 free preference shares granted in application of the LTIP 2 plan on 1 ^st July 2016 (100 ordinary shares for one preference share in the event of a change of control, or 473,200 ordinary shares) and insofar as a change of control of the Company in the sense of said plan takes place following the execution of the Alternative Option.  The 2023 stock warrants are not dilutive because the strike price is higher than the average share price in FY2018, as is the case for the 349,000 stock options which are therefore not considered in the dilution analysis.   

• )    Hereunder, the scenario in which the bonds are repayable in shares.  

^[1] Given the resignation intentions received, only four candidates will be nominated (and not five as listed in the Meeting Notice for the General Meeting.

^[2] Condition at COFEPP’s option

Attachment

• MBWS_CP_25_janv 19 - VF ENG