Orchestra Premaman : 2016-09-16 Terms and conditions

FICHE MODA orchestra ANGLAIS_Mise en page 1 15/09/16 21:07 Page1

TERMS AND CONDITIONS

PUBLIC OFFERING ON EURONEXT PARIS

SHARE CAPITAL PRIOR TO OFFERING

Public limited company (société anonyme) with share capital of €19,203,558, divided into 16,002,965 fully paid-up shares each with a par value of €1.20 (hereafter the "Company").

SHARE FEATURES

Name: ORCHESTRA-PREMAMAN

Market of listing: Euronext Paris Compartment B Ticker: KAZI

ISIN code: FR0013190410

ICB Classification: 3760, Personal Goods

PROVISIONAL TIMETABLE OF PUBLIC OFFERING

1. September 2016: Prospectus approved by the AMF

2. September 2016: Global Placement (GP) and Fixed-Price Offer (FPO) opened Trading in Company shares suspended on Euronext Paris

29 September 2016: FPO closed at 5:00 p.m. (Paris time) for in-branch orders and 8:00 p.m. (Paris time) for online orders 30 September 2016: GP closed at 12:00 p.m. (Paris time)

1. October 2016: FPO and GP settlement-delivery date

2. October 2016: New Shares admitted to trading on Euronext Paris

Trading in Company shares re-opened

TERMS AND CONDITIONS OF PUBLIC OFFERING Structure of the Offering

• A primary offering for a minimum of approximately €30 million, i.e. 1,916,934 new shares with a unit price of €15.65 issued via a capital increase without pre-emptive subscription rights, available for cash subscription. The amount of the offering may be increased to approximately €40 million, i.e. 618,211 additional new shares in the event the extension clause and over-allotment option are fully exercised.

• A secondary offering for a minimum of approximately €15 million, i.e. 958,456 existing shares sold by Yeled Invest at a unit price of €15.65. The amount of the offering may be increased to approximately €30 million, i.e. 927,316 additional existing shares sold by Yeled Invest if and when the extension clause and over-allotment option are fully exercised by the Company.

Issue price

€15.65 per share

Type of shares offered

A maximum number of 2,535,145 new shares will be issued by the Company via a primary offering, and a maximum number of 1,885,782 existing shares will be sold by Yeled Invest, in its capacity as selling shareholder, via a secondary offering. The new and existing shares will be allotted in accordance with the allotment rules described in Article 5.1.1. of the Public Offering Memorandum.

Initial size of the offering

A maximum of 1,916,934 new shares issued by the Company and a maximum of 958,466 existing shares sold by Yeled Invest.

Extension clause

The Company may increase the initial number of new shares by 15%, i.e. a maximum of 287,540 new shares, in which case at the same time Yeled Invest will sell a maximum of 431,310 additional existing shares.

Over-allotment option

The Company may increase the number of new shares by 15% after exercising the over-allotment option, i.e. a maximum of 330,671 new shares, in which case at the same time Yeled Invest will sell a maximum of 496,006 additional existing shares.

Lock-up agreements entered into by the Company and Yeled Invest

Company's lock-up agreement: 180 days Yeled Invest's lock-up agreement: 180 days

DISCLAIMER

Copies of the prospectus approved by the AMF on 15 September 2016 under number 16-435, comprising the Registration Document filed on 30 June 2016 under number R.16-063 and a Public Offering Memorandum (including a summary of the prospectus), may be obtained free of charge from Orchestra-Premaman (200 avenue des Tamaris, 34130 SAINT-AUNES, France), and on the websites of Orchestra-Prémaman (www.orchestra-premaman.com) and the AMF (www.amf-france.org). Investors are encouraged to examine the risks associated with the Company's business, described in Chapter 4 entitled "Risk factors", in particular the section on liquidity risk, of the Registration Document filed with the AMF on 30 June 2016 under number R.16-063, as well as the section on "risks associated with the offering" of the Public Offering Memorandum. Any request for individual statements will be systematically provided with a certificate attesting to the amount subscribed for by the individual submitting the request. Said request must be submitted to Orchestra-Premaman within 30 calendar days of the settlement-delivery date. This document constitutes neither an offer of Orchestra-Premaman shares in any country whatsoever where such an offer would breach any applicable laws and regulations, nor an offer to sell Orchestra-Premaman shares in the United States. Orchestra-Premaman shares may not be offered or sold in the United States without registration or exemption from registration in accordance with the U.S. Securities Act of 1933, as amended. Orchestra-Premaman has no intention of registering the offering referred to in this document in the United States. This document may not be published, transmitted or distributed either directly or indirectly in the United States, South Africa, Canada, Australia or Japan.

http://investir.orchestra-premaman.com

For more information, contact Edouard de Maissin, Actifin - [phone] - [e-mail]