Exacompta Clairefontaine : ANNUAL REPORT 2016

ORDINARY SHAREHOLDERS' MEETING‌

OF 31 MAY 2017

FISCAL YEAR 2016

REPORT OF THE BOARD OF DIRECTORS PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

REPORTS OF THE STATUTORY AUDITORS DRAFT RESOLUTIONS

Board of Directors

François Nusse, Chairman and Chief Executive Officer Chairman of the Executive Board of Ets Charles Nusse Chairman, Exacompta

Dominique Daridan Charles Nusse

Chairman, Exaclair Ltd (GB) Manager, Ernst Stadelmann (AT)

Managing Director, Exaclair GmbH (DE)

Christine Nusse

Chairwoman of the Supervisory Board of Ets Charles Nusse Chairwoman, Exaclair Inc. (US)

Chairwoman, Quo Vadis International (CA)

Frédéric Nusse

Chairman, Papeteries de Clairefontaine Chairman, Papeterie de Mandeure Chairman, Everbal

Chairman, Schut Papier (NL)

Guillaume Nusse

Chairman, Clairefontaine Rhodia Chairman, Madly

Managing Director, Publiday Multidia (MA)

Jean-Claude Gilles Nusse, Executive Vice President Member of the Ets Charles Nusse Executive Board Manager, AFA

Jean-Marie Nusse, Executive Vice President

Member of the Ets Charles Nusse Executive Board

Jérôme Nusse

Chairman, Editions Quo Vadis

Monique Prissard, permanent representative of Ets Charles Nusse Member of the Ets Charles Nusse Executive Board

Statutory Auditors

BATT AUDIT, 54500 Vandœuvre-lès-Nancy, France Jehanne Garrait

SEREC AUDIT, 75015 Paris, France Dominique Gayno

Contents:page

Ordinary Shareholders' Meeting

Agenda: Ordinary Shareholders' Meeting 4

Certification of the annual report 4

Report of the Board to the Ordinary Shareholders' Meeting 5

Group Organisational Chart 14

Report by the Chairman of the Board of Directors 15

Exacompta Clairefontaine - Parent company financial statements 22

Statutory Auditors' report on the parent company financial statements 36

Statutory Auditors' special report on regulated

agreements and commitments 39

Statutory Auditors' report on the report by the Chairman

of the Board of Directors 42

Exacompta Clairefontaine Group - Consolidated financial statements 46

Statutory Auditors' report on the consolidated financial statements 84

Resolutions submitted to the Ordinary Shareholders' Meeting 87

ORDINARY SHAREHOLDERS' MEETING

Agenda:

• Report of the Board of Directors on operations and the parent company financial statements for fiscal year 2016;

• Report of the Board of Directors on operations and the consolidated financial statements for fiscal year 2016;

• Statutory Auditors' reports on the financial statements for the fiscal year ended and on regulated agreements and report drawn up pursuant to Article L.225-235 of the French Commercial Code;

• Approval of the parent company financial statements for the year ended 31 December 2016;

• Approval of the consolidated financial statements for the year ended 31 December 2016;

• Appropriation of earnings;

• Agreements governed by Article L.225-38 of the French Commercial Code;

• Discharge of the Directors;

• Director appointments.

THE BOARD OF DIRECTORS

Certification of the annual report:

I hereby certify that to the best of my knowledge the financial statements have been prepared in accordance with applicable accounting standards and present a true and fair view of the assets and liabilities, financial position and earnings of the company and all the companies included in the consolidation and that the management report enclosed herein presents a true and fair view of the operations, earnings and financial position of the company and all the companies included in the consolidation, as well as a description of the main risks and uncertainties facing them.

Jean Marie Nusse Executive Vice President