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INFORMATION
BROCHURE
Subscription 2020

Employee Shareholding Plan via the

Cérélia FCPE
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MESSAGE FROM MANAGEMENT

Dear colleagues,

At the heart of Cérélia's entrepreneurial plan, we are particularly attentive to sharing value. In
fact, since 2016 we have offered employees the chance to invest in the company’s capital
through a Cérélia Employee Shareholding Fund (Fonds Commun de Placement d’Entreprise)
(FCPE). The strong increase of the fund’s value over the last 5 years strengthens our resolve to
make the FCPE the key employee shareholding instrument for everyone.

This is why today we wish to take a new step by reopening the FCPE according to novel
methods, specifically, for colleagues of the group in Belgium, Canada, the Netherlands and the
United Kingdom. Additionally, in 2020, an exceptional employer contribution arrangement will
allow ALL employees to become Cérélia shareholders in line with our corporate values. Finally,
it is anticipated that this possibility of investing in the Group will be renewed annually.

We believe that this investment is a real opportunity for even more employees to be involved
in our development. This brochure will give you all the relevant information on the practical
measures of the operation as well as, as for all investments, on the risks, specifically the risk of
a loss of capital.

This operation marks an important step for our Group. Now it is up to all of us together to
continue to develop the business along this same success path and I hope that many of you
will seize the investment opportunity offered to you.

Best regards,

Guillaume REVEILHAC
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CONTENTS

KEY POINTS OF THE OFFER p.4

p.4
DETAILS OF THE OFFER p.8
p.8
PRACTICAL MEASURES p.14

GLOSSARY p.17
p.17
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KEY POINTS OF THE OFFER

Why this operation?

✓ In March 2020, Cérélia wrapped up a restructuring operation of its capital through which a
new financial partner, Ardian, took a majority stake in the group’s capital with the
management team and the Cérélia FCPE*.

✓ Cérélia decided to sustain the Cérélia FCPE and to boost employee shareholding by allowing
colleagues to participate in a new subscription operation that will begin in September 2020.

✓ The Cérélia FCPE is invested in the group parent company’s (Cérélia Group Holding)
securities with the other shareholders.

*An FCPE, an Employee Shareholding Fund (Fonds Commun de Placement d’Entreprise), is an arrangement for
collectively holding securities of a company reserved for the group’s employees who wish to become
shareholders.

Who can benefit from this offer?

✓ Employees who are members of the company’s staff on 7 October 2020 with a minimum of
3 months’ seniority are eligible for the operation.

✓ The investment is offered to employees of the group’s companies based in France, Canada,
the Netherlands, Belgium, and the United Kingdom. The offer will be identical no matter the
country.

How is seniority calculated?

The 3 months may be reached by adding up several contracts, consecutive or not, between 1 January
2019 and 7 October 2020, the subscription closing date.

How does one invest in the Cérélia FCPE?

Subscriptions are carried out online on the site cerelia.akkalia.com.

You may also fill out a paper subscription form and provided to your HR service.

The payment methods of your subscription are indicated on the online subscription website
and on the paper form.
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What is the timetable for the operation?

✓ The subscription period is open from 16 September to 7 October 2020 inclusive.

What amount is to be invested?

✓ For each employee:

At minimum: €15 (or the equivalent in local currency)

At maximum: 25% of your 2020 gross salary (estimated at the time of your subscription).
The employer contribution is not taken into account in the maximum investment limit.

✓ For all employees:

• The subscription limit established in 2020 is €2.3M, of which, 1.5 million for Cérélia
securities and 0.8 million for monetary assets.
• Beyond that, a reduction rule will be applied beginning with the highest level of
subscriptions.

Will I benefit from help from the group?

✓ The group will automatically allocate a financial contribution of €300 to each employee that
will be invested in the Cérélia FCPE (called the unilateral employer contribution). This
contribution does not require any investment on the employees’ part. This arrangement,
recently allowed by French regulation and chosen by Cérélia, illustrates the group’s wish to
involve the largest number of its employees in its development and its earnings.

✓ Additionally, the group will allocate a financial contribution (employer contribution) related
to the payment of each employee. This is determined according to the following rule:
• 200% employer contribution of a payment of between €0 and €200,
• Then a 100% employer contribution of a payment of between €200 and €400,
• Which is a maximum employer contribution of €600 for an invested amount of €400.
✓ The group also covers the direct management fees of the Cérélia FCPE each year (not
including an indirect management fee of 1% maximum in the event that the Cérélia FCPE is
invested in monetary funds).
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What is the timeframe of the lock-up period for investments and what are the
cases for early release?

✓ Your investment is locked up for 5 years.

✓ However, certain early release cases allow you to request the redemption of your FCPE units
before the end of this lock-up period. These early exit cases depend on the regulations and
the tax system of each country. They are described in the “Local Supplement” document
available on the online subscription site or from your HR service.

N.B.: If a case of early exit concerns you, release is possible, but not obligatory (except in the event of a
termination of the employment contract). You may unlock all or part of your savings, but each triggering event
may only be claimed once.

Elements to take into account before subscribing

Before subscribing, it is necessary to read all of the documentation related to the

operation:
- this brochure,
- the Key Information for Investors Document (“DICI”, which summarises the main
characteristics of the Cérélia FCPE)
- the document called “Local Supplement” specific to your country, which
specifically contains a description of the tax system applicable to your investment,
and
- the statements and commitments appearing on the subscription form.

The FCPE Regulations and the International Savings Plan of the Cérélia Group are
also available to you (in French and in English).

It is important to note that the value of your investment is closely related to the value
of Cérélia securities, and therefore, the group’s financial situation. The value of the FCPE
unit will increase if the Cérélia’s securities increase in value and will yield gains. On the
contrary, if the value of the securities decreases, the value of the FCPE unit will decrease
and will pose a risk of a loss of capital. The risks associated with investments in this
operation are described in pages 10 and 11 below.

Given the concentration of the risks of this FCPE portfolio for securities in a single
company, all subscribers are recommended to assess their needs to diversify risks for
their entire financial savings.

How do you access information?

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✓ During subscription, you may consult the human resources department in your company.

✓ After subscription:

• You will receive a transaction statement indicating the number of Cérélia FCPE units
that you hold,
• You may view your savings and carry out your operations on the site www.esalia.com
(by using the account number appearing on your transaction statement and your
password. These will be sent to you at the end of the subscription transaction) or you
may contact the employee savings call centre agents at +33 (0)9 69 32 15 21.

✓ Once per year, you will receive an assets statement that details all of your assets in the GSP.
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DETAILS OF THE EMPLOYEE SHAREHOLDING OFFER

An employee shareholding offer via a dedicated group FCPE

✓ Your investment is placed in a dedicated group fund, the Cérélia FCPE that, on your behalf,
subscribes to securities of the company Cérélia Group Holding, the new parent company of
the Cérélia group.

What is the subscription price of FCPE units?

✓ You will subscribe to Cérélia FCPE units, which will be subscribed in Cérélia Group Holding’s
securities. You will subscribe on the basis of a unit value of €23.18.

✓ The unit value (or “asset value”) is recalculated twice yearly, on 25 January and 25 July of
each year (or the previous business day if these dates are not business days) and will be
provided to you at this time.

✓ It is based on changes in the value of Cérélia Group Holding’s securities held in the FCPE.
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What are the securities held in the FCPE?

✓ In light of the capital restructuring operation occurring in March 2020, the Cérélia FCPE
exchanged the securities of Osiris that it held (former parent company) for the securities of
Cérélia Group Holding (new parent company of the group).

✓ The Cérélia FCPE was subscribed in March 2020 in:

• Ordinary shares (up to 23.23%),

• Preferred shares A receiving a preferred dividend of 8.75% per year which is only paid
in the event the company is transferred and if the overall performance of the shares is
sufficient (up to 22.43%),
• Convertible bonds giving rise to interest at a fixed rate of 8.25% per year, capitalised
(up to 54.33%).

✓ During this new subscription operation, the FCPE will invest in the number of Cérélia
securities in the same proportion as those currently held, within the limit of €1.5 million. The
ratio of Cérélia securities (ordinary shares/preferred shares A/convertible bonds) held by the
FCPE will remain constant during the entire investment period.

✓ Additionally, there are preferred shares B subscribed to by the management team which
include a riskier investment profile in return for a potentially higher yield.

✓ The specific characteristics of the securities are described in the FCPE’s Regulations.

✓ A simulation of changes to the value of the securities is provided in the following table:
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Annualised performance of Cérélia Group Holding’s securities (annual rate calculated for
March 2025)

In % Performance per year by March 2025

Annual change in the value of (20.0%) (10.0%) - 10.0% 20.0%
the Group’s equity

Convertible bond (OC) (5.1%) 6.7% 8.3% 8.3% 8.3%

Preferred share A (ADP A) (100.0%) (100.0%) 3.8% 8.7% 8.7%
Preferred share B (ADP B) (100.0%) (100.0%) (100.0%) (100.0%) 76.9%
Ordinary share (AO) (100.0%) (100.0%) (100.0%) 14.1% 37.1%

Management Team (55.44% (100.0%) (100.0%) (7.8%) 10.7% 28.5%

ADP A, 3.45% ADP B, 41.11% AO)
Financial Investor (54.33% OC, (16.0%) (5.6%) 1.5% 9.8% 17.9%
22.43% ADP A, 23.23% AO)
FCPE (54.33% OC, 22.43% ADP (16.0%) (5.6%) 1.5% 9.8% 17.9%
A, 23.23% AO)

“ADP B” = Preferred Shares B

Division of instruments by category of shareholder rounded to two decimal places

For example: if the value of the group increases 10% per year by March 2025, the majority
shareholder and the FCPE would achieve performance of 9.8%. The management team would
achieve performance of 10.7%.

✓ The future performance of the FCPE is conditioned upon the reimbursement of the
company’s bank debt and by the conditions at the time of the sale of the company by the
company’s shareholders.

✓ The FCPE only receives dividends (preferred or otherwise) on the shares that it holds if it is
so decided at the Cérélia Group Holding's shareholder general meeting. It should be
specified that the payment of dividends (preferred or not) is only possible after the
repayment of the acquisition debt contracted by Cérélia Group Holding, barring a
contractual amendment authorising said payment before this date.

✓ The Cérélia FCPE is part of a shareholder agreement entered into with the majority
shareholder of Cérélia Group Holding. Primarily, the agreement establishes that:
- in the event the majority shareholder sells their Cérélia Group Holding shares,
the former has the right to have the Cérélia FCPE sell, under the same
conditions, specifically as it relates to the price, the shares of Cérélia Group
Holding that are held;
- reciprocally, if the majority shareholder selling their shares leads to a change of
control of Cérélia Group Holding, the Cérélia FCPE will benefit from the right to
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sell its securities, under the same conditions as the majority shareholder,
specifically as it relates to the price.

✓ If the change of control occurs during the five-year lock-up period, the gains made by the
FCPE will be paid to the employees (barring a potential reinvestment in a new company
holding the Cérélia group).

✓ Investing in the Cérélia FCPE bears risks: risk of a loss of capital, risk of concentration, and
rate risk. The risks are detailed on pages 11 and 12.

How are Cérélia securities subscribed in the FCPE valued?

✓ The subscription price of Cérélia shares was determined according to the assessment of an
independent expert, the firm Accuracy.

✓ The Cérélia securities held in the FCPE are revalued once per year based on the accounts
closed on the previous 30 June according to a formula established by this same expert. This
formula is described in the Key Information for Investors Document (DICI).

✓ The revaluation of the securities will occur according to the net asset value of January, and
will be provided 2 months prior, which is before 25 November. This securities value remains
identical to the net asset value of the following July, which will also be provided 2 months
prior, which is 25 May at the latest.

✓ The unit value will be calculated by taking into account the latest value of the securities of
Cérélia Group Holding on the basis of the accounts closed on the previous 30 June.

✓ In essence, the value of the securities is subject to variations, both increases and decreases.
Thus, for the Cérélia FCPE, there are hopes for gains, but also a risk of a loss of capital (no
guarantee for the capital invested).

✓ If, during the year, exceptional events occur that may change the value of these securities
(for example, a change to the group's scope), a new valuation of Cérélia securities will take
place.

How is the liquidity of your investment ensured?

“Liquidity” = the possibility of recovering your savings placed in the FCPE

✓ The liquidity of the securities held in the FCPE is ensure through a liquidity agreement signed
between Equalis Capital, the portfolio management company of the Cérélia FCPE, and
Cérélia Group Holding. It commits to redeem to the FCPE the number of Cérélia Group
Holding securities necessary to cover the redemption requests of unitholders, within the
limit of 10% of its share capital.
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✓ Redeeming Cérélia Group Holding’s securities to the FCPE will be carried out at the latest
value available (on the basis of the accounts closed on 30 June of the previous civil year).

✓ It is specified that employees may request the redemption of their units during the
calculation of the unit values of 25 January and 25 July. Their redemption request must be
received by the account holder at the latest 8 business days before each unit value
calculation. The unit value taken into account for redemption is always that which follows
the employee’s request.

✓ Your investment is locked in for 5 years, except in the event of early release.
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What are the risks for such an investment?

✓ Risk of loss of capital:

In essence, the value of shares is subject to variations, both increases and decreases.
The Cérélia FCPE is invested in Cérélia Group Holding’s securities. Thus, there are hopes
for gains and a risk of a loss of capital (no guarantee for the capital invested).

✓ Risk of concentration:

There is a concentration risk with the Cérélia FCPE insofar as it is invested in shares
and bonds of a single company. If the value of Cérélia Group Holding’s securities
decreases, the value of the FCPE unit will decrease. The subscriber’s attention is drawn
to the fact that the performance of Cérélia’s securities is closely related to the group’s
earnings.

✓ Rate risk:

The Cérélia FCPE investment of part of its assets in monetary funds (20% maximum) is
subject to a rate risk. This is the risk that rate instruments may decrease arising from
changes to the interest rate. It is measured by sensitivity to changes in interest rates.
During periods of high interest rates, the asset value of UCITS and investment funds
classified as standard or short-term “Variable Net Asset Value Monetary Funds” (Fonds
monétaires à valeur liquidative variable) may decrease. Likewise, when there is a very
low monetary market interest rate, UCITS and investment funds classified as standard
or short-term “Variable Net Asset Value Monetary Funds” (Fonds monétaires à valeur
liquidative variable) could be negative and thus lead to a decrease in the unit value of
the FCPE.

✓ Credit risk:

Credit risk is the risk of an issuer’s financial and economic situation being downgraded.
This downgrading may lead to a decrease in the value of the issuer’s security.

For more information, please refer to the FCPE Regulations (available from your company).
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SUMMARY OF THE OFFER

Advantages

✓ Employer contribution,

✓ The group covering the direct management fees of the Cérélia FCPE (except for indirect
management fees of 1% maximum related to investments in monetary funds).

Disadvantages

✓ A lock-up period of 5 years: in return for the advantages related to this plan, your investment
is unavailable for 5 years, except in cases of early release authorised in your country,
✓ Indirect management fee of 1% maximum included in the net asset value for monetary
assets held in the FCPE.

What is the tax system of the savings plan?

The tax system applicable to your investment is described in the document “Local Supplement”.
It is important to be aware of it before deciding to be part of the operation.
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PRACTICAL MEASURES

What amount can an employee invest?

✓ Your investment cannot exceed 25% of your annual gross estimated salary for the year 2020.

Your employer’s contribution is not taken into account in this investment limit.

✓ If needed, you may consult with Human Resources to request information that corresponds
to your personal situation.

What is the maximum amount offered to all employees?

✓ The subscription limits offered to all employees is €2.3M, of which, €1.5 million for Cérélia
securities and, at most, €0.8M for monetary funds (20% of the total assets taking into
account the securities already held in the FCPE).

The FCPE is invested primarily in Cérélia Group Holding’s securities.

✓ If this is exceeded, the order of subscriptions will be reduced by capping, beginning with
the highest level of subscriptions.

What are the characteristics of Cérélia FCPE units?

✓ The units offered through the FCPE are capitalisation units, which means that the potential
revenue garnered by the FCPE will be reinvested in the FCPE and not allocated to the
unitholders.

✓ If it is decided at the Cérélia Group Holding General Meeting, the Cérélia FCPE will receive
dividends from the Cérélia Group Holding shares that it holds.

How does the Cérélia FCPE work?

✓ A Management Company, Equalis Capital France, ensures the financial and administrative
management of the amounts invested. Each year it publishes a management report.
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✓ An Account Holder, Société Générale ensures the administrative management of your

employee savings arrangement, holds the account statements and is the contact point for
employees.

✓ A Supervisory Board made up of:

• three full members (with three alternate members) who are employee unitholders
representing the employee unitholders, elected by and from among the unitholders
based on the number of units held by each unitholder.
• three full members (with three alternate members) representing the group designated
by the group's management.

✓ This Board meets at least once per year to assess the annual management report and the
annual accounts of the FCPE, and to assess the financial, administrative and accounting
management. It ensures voting rights at the Cérélia Group Holding’s General Meetings.

✓ A Statutory Auditor, the firm KPMG, authenticates the truthfulness and consistency of the
accounts and the indications of an accounting nature contained in the FCPE annual report.

In the future, how does one make a release request?

✓ Your redemption request (for early release or at the end of the unavailability period) must
be received by Société Générale via the internet or post at the latest nine business days by
noon, Paris time, before the unit value of 25 July or 25 January is established each year, or
the previous business day if these dates are not business days.

✓ If this is not the case, your request will not be handled until the following unit value
establishment.

✓ Your early release request will only be considered if all of the necessary relevant information
is appended to your file.

What happens to the FCPE after the five-year lock-up period?

✓ It continues to function in the same way.

✓ After the lock-up period, you have the choice of:

• Keeping your savings with the Cérélia FCPE, which will remain invested in the company’s
securities,
• Requesting the redemption of all or part of your assets.
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What happens if an employee leaves the group?

✓ The capacity as a Cérélia FCPE unitholder is related to their presence within the group.

✓ Consequently, if they leave, no matter the reason (including going into retirement), all
employees immediately lose their capacity as unitholder.

✓ In this event, your Cérélia FCPE units will automatically be redeemed at their applicable
value.

Dates to remember (provisional calendar)

✓ July - September 2020: information provided to employees.

✓ From 16 September to 7 October 2020, inclusive: subscription period.

✓ From 8 October to 30 October 2020: handling your subscription.

✓ 6 November 2020: investment of your subscription in the Cérélia FCPE.

We remind you of the importance of reading all of the documents available: the
information brochure, the FCPE’s DICI, the Local Supplement.
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GLOSSARY

Employer Contribution
The amount paid by the company (the employer) to supplement the amount invested by its employees in the context of the
employee savings arrangement.

Share
Ownership title representing a portion of the capital of a company and giving its holder voting rights at meetings, the right to
information and the benefits whose distribution is decided upon by shareholders (dividend). All of the shares issued by a company
make up its capital.

AMF (Autorité des Marchés Financiers)

The French Financial Markets Authority. The independent administrative authority whose mission is to oversee the protection of
savings, the proper functioning of financial markets and information for investors.

Early Release
The possibility offered to employees to liquidate their assets invested in the FCPE before the end of the five-year lock-up period.

FCPE - Employee Shareholding Fund (Fonds Commun de Placement d’Entreprise)

An Employee Shareholding Fund, an FCPE, is co-ownership of securities (shares, bonds, etc.) reserved for employees of a company.
It is divided into units. When you invest in a FCPE, you become a unitholder.

Unit (of an FCPE)

In return for the employee’s payment, the employee holds units of the FCPE. Each unit corresponds to the same portion of the
FCPE’s assets. Each unitholder has a co-ownership right to the FCPE’s assets proportional to the number of units owned.

Net Asset Value

The net asset value of a FCPE is the unitary value of the FCPE unit.
Upon the creation of the FCPE, a unit value is set. Following that, it is calculated by dividing the total value of the net assets of the
FCPE by the number of units that exist. This net asset value is calculated consistently, and indicated upon the creation of the FCPE
in the Key Information for Investors Document (DICI)