PRESS RELEASE

Geneva, 30 July 2020

Public exchange offer for Pargesa shares

Parjointco Switzerland SA's ("Parjointco") public exchange offer for all publicly held bearer shares of Pargesa was successful. The offer closed on 6 July 2020. Parjointco now holds 97% of the capital and 98% of the voting rights of Pargesa. This sale, in application of IFRS accounting standards, is not recorded in the H1 2020 income statement.

Results at 30 June 2020

Key financial data 1

30 June

30 June

31 December

2020

2019

2019

CHF million

CHF million

CHF million

Consolidated net result (Group share)

209

225

391

Net asset value

8'393

10'291

10'946

Market capitalization

6'114

6'374

6'814

Net debt *

55

114

116

Loan To Value **

0.9%

1.1%

1.0%

  • Pargesa's net debt is presented, for comparability purposes, excluding the deferred payment price receivable for the sale of GBL shares held by a Group subsidiary, Pargesa Netherlands B.V., from Parjointco Switzerland SA (the offeror) amounting to CHF 2'166 million pertaining to the public exchange offer.
    Including Pargesa's share of GBL's net debt, Pargesa's net debt reaches CHF 504 million at the end of June 2020 (Pargesa share of 34%) compared to CHF 532 million at the end of December 2019 (Pargesa share of 50%) - see net asset value table in Point 4. Net Asset Value).
  • The Loan To Value ratio is calculated on the basis of (i) Pargesa's direct net debt relative to (ii) Pargesa's portfolio value as defined in the glossary at the end of this press release.

Commentary on the key financial data

Pargesa's consolidated net result (Group share) was CHF 209 million for the first six months of 2020 compared to CHF 225 million for the same period in 2019. The 1st half 2020 results were especially affected by the decrease in dividend income as some portfolio companies revised their dividend policy in the context of an economic and financial environment marked by the uncertainty caused by the consequences of the Covid-19 pandemic.

1 The alternative performance indicators are defined in the glossary found at the end of this press release.

1/13

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On 4 February 2020, GBL purchased EUR 374 million SGS shares by participating in a private placement by the von Finck family at a price of CHF 2'425 per share. Following this investment, GBL increased its stake in the capital of SGS from 16.7% at the end of 2019 to 18.9% at 30 June 2020.

Since the beginning of the year 2020, Pargesa's net asset value decreased by 23.3% to reach CHF 8.4 billion at the end of June 2020. This decrease is due to (i) the impact of the crisis caused by the Covid-19 pandemic in the amount of CHF 1.7 billion and (ii) for CHF 0.9 billion from the consequences of the sale of GBL shares in the context of the public exchange offer of Parjointco for all publicly held Pargesa bearer shares.

Pargesa's net financial debt diminished by CHF 61 million during H1 and stood at CHF 55 million as at 30 June 2020.

In summary, the economic operating income was CHF 220.1 million for the 1st semester of 2020 compared with CHF 245.7 million for the 1st semester of 2019. The 2020 result included a CHF 148.6 million contribution from the investment portfolio compared with CHF 266.8 million in 2019, reflecting:

○ The decrease in the operating contribution from Imerys for CHF 22.2 million compared with CHF 50.0 million in the previous year especially caused by the decrease in sales volumes in the context of difficult market conditions that deteriorated during the course of the period with the Covid-19 pandemic;

  • The operating contribution from Piolin II/Parques Reunidos was CHF -18.0 million for the first semester compared to CHF -7.2 million in H1 2019;
  • The positive operating contribution from Webhelp was CHF 10.9 million for H1 2020 (Webhelp didn't contribute yet in H1 2019);
  • The marked reduction in the amount of dividends received from non-consolidated shareholdings (-32%) totalling CHF 138.6 million in 2020 compared to CHF 203.2 million in H1 2019. The decrease is mainly due to:
    • the decrease/absence in the dividends per share paid by some of the portfolio companies (CHF -43 million),
    • the decrease in dividends due to the sale of stakes in portfolio companies by GBL in 2019 (CHF -25 million),
    • additional investment made by GBL in SGS (CHF +6 million),
    • the lower amount of dividend withholding tax reimbursements by the French tax authorities (CHF -3 million),
    • and the decline in the EUR/CHF exchange rate;
  • The contribution from private equity and other funds activities in 2020 finishing H1 2020 at CHF -5.1 million, compared with CHF +20.8 million in 2019;
  • Net financial income amounting to CHF 87.6 million for the six months ended 30 June 2020 compared with net financial charges of CHF -4.8 million in 2019. The positive change is explained by unrealised gains from the marking to market of two financial instruments, specifically (i) debt to the minority shareholders of Webhelp (CHF 62.8 millions) and (ii) the derivative instruments implicitly embedded in the exchangeable bonds in LafargeHolcim shares (CHF 22.7 millions);
  • General expenses and taxes of CHF 16.1 million for the first half of 2020 are slightly lower (CHF 0.2 million) than in the same period of the previous year (2019: CHF 16.3 million).

The non-operating income (loss) which represents Pargesa's share of Imerys', Piolin II/Parques Reunidos' and Webhelp's non-operating result was CHF -11.0 million for H1 2020, compared with CHF -20.4 million in H1 2019.

As a result of the above, Pargesa's net income (Group share) amounts to CHF 209.1 million for the 1st semester of 2020, compared with CHF 225.3 million in the first six months of the prior year.

During the 1st semester of 2020, the Covid-19 epidemic spread on a worldwide scale. The lockdown measures adopted to contain the pandemic led to a drop in production and demand levels. Economic data suggest a wide- ranging shock. Governments and tax authorities have engaged in various liquidity measures, tax deferrals and other support mechanisms. These strong policy interventions - both monetary and fiscal - have allowed equity markets to continue to function. After reaching a low point at the end of March, the markets made up some of their losses. However, the economic damage is significant.

2/13

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CH-1204 Geneva

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In this environment of economic recession and market correction, the portfolio companies are all impacted. They benefit from the resilience of their positioning as sector leaders, their critical size and the pre-crisis strength of their balance sheets and have demonstrated their adaptability. Their respective governing bodies, in which GBL is represented and active, have all played their part and focused on three priority areas of action:

  • Putting measures into effect to ensure the health and safety of their employees;
  • Maintaining balance sheet strength and reinforcement of the liquidity profile;
  • Implementing strict monitoring of the operational impacts of the "stop and go" economy and action plans designed to limit its consequences on their business, results and liquidity.

GBL announced that, in view of the strength of its balance sheet and its liquidity profile and in light of the dividends already received from its portfolio companies in the first half of the year 2020, it forecasts to pay a dividend in 2021 of EUR 2.50 per share for the year 2020 that remains subject to the approval of its general meeting.

1. Group structure

The organisation chart of the Group a. at 30 June 2020 was as follows:

33.6% b.

Sienna

Capital c.

EUR 1'913 d.

54.6%

6.8%

18.9%

7.5%

18.0%

7.6%

8.5%

20.0%

63.7%

23.0%

EUR 16'324 e.

  1. The chart shows the operating companies of the portfolio and Sienna Capital. The percentages represent the total interest percentage as defined in the glossary found at the end of this press release.
  2. 49.4% of voting rights, taking into account the double voting rights introduced by GBL's general assembly in April 2020.
  3. Comprising shareholdings in alternative investment funds, valued at fair value.
  4. Estimated value2 in EUR million at 30 June 2020.
  5. Operating companies (Listed investments and Private assets) at 30 June 2020 at fair value2, expressed in millions of Euros.

2 In accordance with the valuation principles described in the definition of the net asset value in the glossary found at the end of this press release.

3/13

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CH-1204 Geneva

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2. 2020 highlights

The first half of 2020 was marked by the public exchange offer ("OPE") by Parjointco to acquire shares of Pargesa Holding SA in exchange for GBL shares - see paragraph 5 of this press release.

Listed investments:

  • On 24 January 2020, forward sales of 15.9 million Total shares, entered into by GBL in March and April 2019, matured at an average spot price of EUR 50.52 and an average forward price of EUR 48.37 per share for a total amount of EUR 771 million. The capital gain generated by these sales amounts to EUR 411 million, not impacting GBL's consolidated net result in 2020, in accordance with IFRS 9. Upon the maturity of this transaction, GBL's ownership of Total was reduced to 0.01%. GBL continued to receive dividends on the disposed shares until the maturity date.
  • On 4 February 2020, GBL purchased, for an amount of EUR 374 million, SGS shares by participating in a private placement by the von Finck family at a price of CHF 2'425 per share. Following this investment, GBL increased its stake in the capital of SGS from 16.7% at the end of 2019 to 18.9% on 30 June 2020. GBL's total investment in SGS was valued at EUR 3'112 million on 30 June 2020.
  • GBL's board of directors of 19 September 2019 approved a second envelope of EUR 250 million allocated to the repurchase of own shares. This authorization is valid until April 2021. As a result of purchases of treasury shares in the first semester of 2020, GBL held 4.6% of its issued capital on 30 June.
  • In H1 2020, GBL invested, in a disciplined manner, EUR 331 million in non-disclosed assets with solid, long term fundamentals.

Repercussions of the ongoing OPE on the capital structure of the Group:

  • At its extraordinary general meeting on 28 April 2020, the shareholders of GBL approved the introduction of double voting rights.
  • In June 2020, in the context of this OPE, Pargesa sold 26.5 million GBL shares to Parjointco at fair market value. This sale, in application of IFRS accounting standards, is not recorded in the income statement. In addition, due to the occurrence of the transaction late in the semester and the seasonality of the financial results of the Group, this sale had an insignificant impact on the scope of consolidation of GBL's earnings during H1 2020.
  • After this sale of GBL shares by Pargesa, the Group's percentage of economic interest in GBL stands at 35.2% at 30 June 2020 against 51.7% at 31 December 2019, taking into account the treasury shares owned by GBL. Pargesa's percentage of voting rights in GBL was 49.4% at 30 June 2020, taking into account the double-voting right, compared to 51.7% at 31 December 2019.
  • In the beginning of July 2020, 6.6 million additional shares were sold to Parjointco, also without impact on the income statement. Subsequent to these disposals, Pargesa holds 31.0% of the economic interests in GBL and 44.8% of the voting rights. Pargesa maintains de facto control of GBL following the adoption of the double voting rights by the shareholders of GBL.

Sienna Capital:

At the end of June 2020, the net asset value of Sienna Capital was EUR 1'913 million compared to EUR 1'785 million at 31 December 2019. For the year-to-date 30 June 2020, GBL invested EUR 215 million into Sienna Capital's alternative assets and ended the semester with uncalled commitments of EUR 737 million (EUR 466 million at 31 December 2019).

Sienna Capital's activity for the period developed as follows:

Sagard

In March 2020, Sienna Capital committed EUR 150 million to Sagard 4, the new fund managed by Sagard SAS.

Equally in March 2020, the Sagard 2 fund finalized the disposal of Ceva Santé Animale ("Ceva"), of which it was a shareholder since 2010. With EUR 1.2 billion of sales in 2019, Ceva has become in a few years one of the worldwide leaders in animal health, benefiting from a sustained organic growth and an ambitious build-up strategy. Sienna Capital has reinvested in the group through the Sagard 3 and Sagard 4 funds, which keep a minority stake in the new ownership structure of Ceva.

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CH-1204 Geneva

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www.pargesa.ch

3. Consolidated accounts for H1 2020 (unaudited)

The board of Pargesa Holding SA met today and reviewed the unaudited consolidated accounts for the first semester of 2020.

The consolidated IFRS financial statements for the 1st half of 2020, drawn up in accordance with the accounting standard IAS 34 - Interim financial reporting -, will be included in the 2020 half-year report which will be available on the Company's website during the month of August. They have been subject to a limited review by Deloitte, the Company's auditors.

3.1. Presentation of Pargesa Group's results in accordance with IFRS accounting standards

The simplified consolidated income statement in accordance with IFRS accounting standards is as follows:

30 June 2020

30 June 2019

CHF million

CHF million

Operating income

3'101.4

2'974.8

Operating expenses

(2'967.8)

(2'830.3)

Other income and expenses

(7.6)

9.5

Operating profit

126.0

154.0

Dividends and interest from equity investments

265.4

395.2

Other financial income and expenses

110.8

(8.5)

Taxes

(33.8)

(58.5)

Income from associates and joint ventures

(28.7)

5.4

Consolidated net profit (before non-controlling interests)

439.7

487.6

Attributable to non-controlling interests

(230.6)

(262.3)

Attributable to Pargesa shareholders (Group share)

209.1

225.3

Basic earnings per share attributable to Pargesa shareholders (CHF)

2.47

2.66

Average number of shares (thousands)

84'709

84'699

Average EUR/CHF exchange rate

1.064

1.130

The IFRS operating profit declined by 18.2% and amounted to CHF 126.0 million for the first six months of 2020 compared with CHF 154.0 million in the corresponding semester of the prior year. This change mainly results from the decrease in Imerys' operating profit (CHF -60 million) and the private equity activity's operating profit (CHF -20 million). The reduction was partially offset by the inclusion of Webhelp's operating profit for the semester (CHF 50 million), following the acquisition of this group by GBL at the end of 2019.

The dividends and interest from equity investments fell by 32.8% and reached CHF 265.4 million for the first semester of 2020 versus CHF 395.2 million in H1 2019. The decline is due to (i) the absence of dividend payments by certain portfolio companies held by GBL as a result of the crisis caused by the Covid-19 pandemic and (ii) the sale of LafargeHolcim and Total shares by GBL in 2019.

The marked rise other financial income and expenses primarily results, in 2020, from the positive impact of the marking to market of debt to the minority shareholders of Webhelp in the 4th quarter of 2019 (CHF 120 million) and the impact of marking to market of the derivative instruments implicitly embedded in the exchangeable bonds in LafargeHolcim shares issued by GBL in September 2019 (CHF 44 million). The figure at 30 June 2020 was CHF 110.8 million.

The negative change in the item income from associates and joint ventures represents the negative contribution of Piolin II/Parques Reunidos from 1 January to 30 June 2020 for CHF 36.2 million. At 30 June 2019, Parques Reunidos had not reported its results for Q2 2019 prior to the publication date of the Group's results, therefore only the Group share of the Q1 2019 result of this investment was recognised.

The presentation of the economic result that follows makes it possible to analyse differently the composition of the Group results.

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CH-1204 Geneva

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3.2. Economic presentation of Pargesa's financial results The economic result at 30 June 2020 can be analysed as follows:

30 June 2020 30 June 2019

CHF million

CHF million

1) Contribution from the portfolio to operating income

Consolidated shareholdings

- Full consolidation or equity accounting

Imerys *

22.2

50.0

Piolin II/Parques Reunidos *

(18.0)

(7.2)

Webhelp *

10.9

-

15.1

42.8

Non-consolidated shareholdings

- Net dividends

SGS

59.6

50.4

LafargeHolcim

49.3

64.4

Pernod Ricard

13.1

13.7

GEA

3.6

7.6

Total

0.2

10.4

adidas

-

24.9

Umicore

-

10.3

Ontex

-

3.9

Other dividends

0.6

2.6

- Other **

12.2

15.0

138.6

203.2

Contribution from private equity and other investment funds

(5.1)

20.8

Contribution from the portfolio to operating income

148.6

266.8

per share (CHF)

1.75

3.15

2) Contribution from holding companies to operating income

Net financial income and expenses

87.6

(4.8)

General expenses and taxes

(16.1)

(16.3)

71.5

(21.1)

Operating income

220.1

245.7

per share (CHF)

2.60

2.90

Non-operating income (loss)

Non-operating income (loss) from consolidated shareholdings ***

(11.0)

(20.4)

Net income (Group share)

209.1

225.3

per share (CHF)

2.47

2.66

Average number of shares (thousands)

84'709

84'699

Average EUR/CHF exchange rate

1.064

1.130

  • Pargesa's share of net operating income.
  • See comment on page 8.
  • Pargesa's share of consolidated shareholdings net non-operating income.

The net income comes primarily from the GBL group, whose results are denominated in Euros.

These results are subject to the impact of exchange rate fluctuations between the Euro and Swiss franc. Thus, the average EUR/CHF exchange rate was 1.064 for the year-to-date 30 June 2020, compared with 1.130 for the same period in 2019, a decrease of -5.8%.

Furthermore, following the acquisition of treasury shares by GBL in 2020 and in 2019 (please refer especially to Point 2. 2020 highlights of this press release), Pargesa's share of GBL's earnings (excluding the portion attributable to non-controlling shareholders) was 52.4% for the six months ended 30 June 2020, compared with 51.5% for the same period in 2019. The effects of the sale of GBL shares that intervened at the very end of the semester will unfold in the income statement during the second half of the year.

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Operating income

The 2020 operating income for H1 2020 was CHF 220.1 million compared to CHF 245.7 million for the first six months of 2019. The decrease of CHF -25.6 million was driven by (i) the decline in dividend revenue (CHF -64.6 million) and (ii) the lower contribution from the consolidated shareholdings (CHF -27.7 million) and the private equity activity (CHF -25.9 million). These decreases are partially offset by the increase of net financial income by CHF +92.4 million.

  1. Contribution from the portfolio of operating companies to operating income Consolidated shareholdings (full consolidation or equity accounting)
    The net income from current operations (group share) published by Imerys (fully consolidated) decreased from EUR 159 million in H1 2019 to EUR 73 million in H1 2020. Including the effect of the decline of the average EUR/CHF exchange rate, Pargesa's share of Imerys' net income from current operations, in Swiss francs, was CHF 22.2 million in H1 2020, compared with CHF 50.0 million in H1 2019. This lower performance is due to decreased group sales volume as the Covid-19 pandemic affected industrial markets globally. The impact of this decline was partially offset by the positive effect of pricing and by cost-saving measures.
    For the six-month period ended 30 June 2020, Piolin II/Parques Reunidos ("Parques") contribution to the operating income is CHF -18.0 million in Pargesa's share against CHF -7.2 million in H1 2019 (the H1 2019 contribution only included the Group's share of Parques' profit for the period from 1 January to 31 March 2019, as the company's H1 results were only available after those of the Group).
    In H1 2020, Webhelp contributed CHF 10.9 million in Pargesa's share to the operating income (Webhelp didn't contribute yet in H1 2019).
    Non-consolidated shareholdings (net dividends)
    The contributions from SGS, LafargeHolcim, Pernod Ricard, GEA, Total, adidas, Umicore and Ontex, represent Pargesa's share of net dividends recorded by GBL. The contribution from non-consolidatedshareholdings was CHF 138.6 million in H1 2020, compared with CHF 203.2 million in H1 2019.
    The contribution from SGS was CHF 59.6 million in 2020, compared with CHF 50.4 million for the corresponding period in 2019. The change of the contribution year-over-year results from more shares receiving dividends following the acquisition of SGS shares in February 2020 and also from the increased dividend per share paid by SGS to GBL (CHF 80 compared with CHF 78 in 2019, up 2.6%).
    The contribution from LafargeHolcim was CHF 49.3 million in 2020, compared with CHF 64.4 million in 2019. In 2020 the company declared a dividend of CHF 2.00 per share, the same amount as in 2019. The variance in the contribution reflects the sale of 1.7% of the share capital of LafargeHolcim in Q4 2019.
    Pernod Ricard's contribution in 2020 amounted to CHF 13.1 million versus CHF 13.7 million in 2019. The year-on- year decrease is explained by the decrease of the EUR/CHF exchange rate.
    The contribution from GEA was CHF 3.6 million in 2020, compared with CHF 7.6 million in 2019. The dividend of EUR 0.42 per share paid by the company in 2020 is lower than the EUR 0.85 dividend per share in 2019 and is explained by the decision of GEA to decrease its dividend in the context of the current economic environment related to the Covid-19.
    Total's H1 2020 contribution of CHF 0.2 million reflects the impact of the forward sale of the shares of this company carried out by GBL in 2019, that matured in January 2020.
    adidas didn't contribute to the results in H1 2020 against CHF 24.9 million in 2019. This absence of contribution reflects the decision not to distribute a dividend in H1 2020 in the context of the Covid-19.
    Due to the economic environment present in H1 2020, Umicore and Ontex also did not contribute this semester, compared to respectively CHF 10.3 million for Umicore and CHF 3.9 million for Ontex in H1 2019.

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The item "Other" represents reimbursements in H1 2020 of CHF 12.2 million (Pargesa's share) by the French tax authorities of withholding taxes which had been applied to ENGIE and Total dividends received between 2016 and 2018. In H1 2019, the reimbursements by the French tax authorities of withholding taxes were CHF 15.0 million

(Pargesa's share), which had been applied to ENGIE dividends received between 2013 and 2015.

Contribution from private equity and other investment funds

The contribution from private equity and other investment funds comes primarily from the funds held by GBL

through its subsidiary, Sienna Capital, and is reported net of general expenses and management fees. In H1 2020, the net contribution from these activities was CHF -5.1 million compared with CHF +20.8 million in H1 2019, a decrease of CHF 25.9 million.

The contribution for H1 2020 includes in particular the CHF -16.5 million contribution from consolidated funds (CHF -2.1 million in H1 2019) as well as the change in fair value during the period of funds that are not consolidated for CHF +12.5 million (CHF +22.7 million in H1 2019).

  1. Contribution from the holding segment companies to operating income
    Net financial income and expenses, which include interest income and expenses, as well as other financial income and expenses, amounted to CHF +87.6 million in the 1st semester of 2020 compared with CHF -4.8 million in the
    1st semester of 2019. The main components of this line item were:
    • Interest income and expenses recorded by Pargesa as well as its share in those recorded by GBL that represented CHF -6.7 million in H1 2020, compared with CHF -0.7 million in H1 2019;
    • Pargesa's share of realized and unrealized results from GBL's trading activities (including dividends) and from derivatives used in managing its portfolio for CHF +8.9 million in H1 2020, compared with CHF -4.6 million in H1 2019;
    • The impact of the marking to market of the derivative instruments implicitly embedded in the exchangeable bonds in LafargeHolcim shares issued by GBL in September 2019, that in H1 2020 amounted to CHF +22.7 million, Pargesa's share.
    • The impact of the marking to market of debt to the minority shareholders of Webhelp issued by GBL in Q4 2019 that, in H1 2020, amounted to CHF +62.8 million, Pargesa's share.

Non-operating income (loss)

Non-operating income (loss) from consolidated shareholdings in operating companies amounted to CHF -11.0million in H1 2020 (2019: CHF -20.4million). It includes Pargesa's share of Imerys', Piolin II/ Parques Reunidos' and Webhelp's non-operatingincome.

Net income

After taking these various items into account, the net economic income (Group share) for H1 2020 was CHF 209.1 million compared to CHF 225.3 million at 30 June 2019.

Imerys' net income included in this result (Group share) amounted to CHF 17.3 million in H1 2020 (compared with CHF 30.2 million in H1 2019).

Details of Imerys' results can be found on their website www.imerys.com.

It should be noted that, pursuant to IFRS 9, the capital gain realized by GBL in 2020 on the forward sale of 0.6% of Total's share capital, amounting to CHF 313 million in Pargesa's share (including a foreign exchange gain on disposal at Pargesa's level) has not been recorded in the income statement, but directly in shareholders' equity.

In June 2020, in the context of the public exchange offer by Parjointco for all bearer shares of Pargesa held by the public, Pargesa sold 26.5 million GBL shares to Parjointco at market price. This sale, in application of IFRS accounting standards, has no impact on the income statement, but is directly recorded in shareholders' equity.

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4. Net asset value 3

The table hereafter provides a detailed view of Pargesa's net asset value (on a flow-through basis) as at 30 June 2020. The net asset value is calculated by taking, on one hand, the assets and liabilities of Pargesa (excluding Pargesa's participation in GBL) and, on the other hand, Pargesa's share in the value of the portfolio, the net cash or net debt position and the other assets and liabilities of GBL. The net asset value is calculated based on the closing market values and exchange rates for the listed shareholdings, and on the fair value and closing exchange rates for the funds (private equity and other investment funds) of Sienna Capital and for the unlisted investments in Webhelp and Piolin II/Parques Reunidos.

Pargesa's net asset value per share was CHF 99.0 at 30 June 2020, a decrease of 23.4% compared with the net asset value per share at the end of 2019 (CHF 129.2). The figure was CHF 98.9 per share on 24 July 2020. Excluding the impact of the sale of GBL shares by Pargesa as part of the public exchange offer, the net asset value would have been CHF 109.6 per share as of 30 June 2020.

Pargesa's share price stood at CHF 72.1 on 30 June 2020, compared with CHF 80.5 at the end of 2019, a decrease of 10.4%. As at 24 July 2020, the share price closed at CHF 74.2, down 7.8% since the beginning of 2020.

Pargesa's net asset value as at 30 June 2020 is broken down as follows:

30 June

31 December

2020

2019

Total

Flow-

Share price

Flow-

Weighting

Flow-

interest

through %

and currency

through

as a %

through

% 3

of interest 3

value 3

of total

value

CHF million

CHF million

Listed companies:

adidas

6.8%

2.3%

EUR

233.6

1'146

14%

2'144

SGS

18.9%

6.4%

CHF

2'315

1'114

13%

1'679

Pernod Ricard

7.5%

2.5%

EUR

140.1

997

12%

1'721

Umicore

18.0%

6.0%

EUR

41.9

666

8%

1'043

LafargeHolcim

7.6%

2.6%

CHF

41.5

651

8%

1'253

Imerys

54.6%

18.3%

EUR

30.3

504

6%

878

GEA

8.5%

2.9%

EUR

28.2

155

2%

246

Ontex

20.0%

6.7%

EUR

13.0

77

1%

167

Total

0.0%

0.0%

EUR

34.0

3

0%

433

Other

151

1%

63

Other investments:

Sienna Capital

685

8%

969

Webhelp

63.7%

21.4%

310

4%

470

Parques Reunidos

23.0%

7.7%

66

1%

128

Other Pargesa

6

0%

18

Total portfolio

6'531

78%

11'212

GBL treasury shares

200

2%

266

Net cash (debt) a.

1'662

20%

(532)

Net asset value

8'393

100%

10'946

Net asset value per share

CHF

99.0

129.2

Share price Pargesa

CHF

72.1

80.5

EUR/CHF exchange rate

1.065

1.085

  1. This item includes also Pargesa's share in the market value of GBL's trading portfolio and the deferred payment price receivable for the sale of GBL shares by Pargesa amounting to CHF 2'166 million and related to the public exchange offer.

3 As defined in the glossary.

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info@pargesa.ch

CH-1204 Geneva

Fax: +41 22 817 77 70

www.pargesa.ch

5. Merger of Pargesa and Parjointco following the successful public exchange offer of Parjointco

Parjointco's public exchange offer for all publicly held bearer shares of Pargesa was successful. The offer closed on 6 July 2020. Parjointco now holds 97 per cent of the capital and 98 per cent of the voting rights of Pargesa.

Following the successful public exchange offer of Parjointco, the Board of Directors of Pargesa decided on 30 July 2020 to approve the merger between Pargesa and Parjointco. As part of the merger, it is intended that shareholders will be provided with compensation of a value substantially equivalent to the exchange ratio offered by Parjointco during the exchange offer, on terms and conditions described in the merger agreement signed between the parties.

The merger will be submitted to a vote of Pargesa's shareholders at an Extraordinary General Meeting to be convened for 4 September 2020.

6. Extraordinary General Meeting of 4 September 2020

An Extraordinary General Meeting will be convened for Friday, 4 September 2020 at 3.00 pm, with the sole item on the agenda being the approval of the merger between Pargesa and Parjointco. The invitation will be published on Monday, 3 August 2020, and will also be posted as of that date on the corporate website under "Shareholders / Annual General Meetings".

7. Pargesa Holding SA 2015 - 2024 bond

The planned merger between Pargesa and Parjointco will not result in the early repayment of the bonds issued by Pargesa in 2015 and maturing in 2024. The principal paying agent for the loan, UBS AG, decided to waive this requirement in this case.

About Pargesa

Pargesa Holding SA ("Pargesa") is the parent company of the Pargesa Group. Benefiting from the support and stability of the partnership created in 1990 between its two controlling shareholders (the Power Corporation group in Canada and the Frère group in Belgium), the Pargesa Group aims to create value over long-term for the benefit of all its shareholders, by building a portfolio of shareholdings in companies that are market leaders in various industry and service sectors, and acting as a professional shareholder. Today, Pargesa Group's portfolio is held through Pargesa's subsidiary Groupe Bruxelles Lambert ("GBL"). Pargesa is listed at the SIX Swiss Exchange (Ticker: PARG; ISIN: CH0021783391). Pargesa's website can be consulted at the address https://www.pargesa.ch/en/.

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Tel : +41 22 817 77 77

info@pargesa.ch

CH-1204 Geneva

Fax: +41 22 817 77 70

www.pargesa.ch

Glossary

In order to supplement the mandatory financial measures of the IFRS accounting standards, Pargesa uses financial indicators called Alternative Performance Measures (APMs), which are defined in the glossary below. The definition of APMs should allow readers of financial statements to understand their composition and to link them to IFRS financial statements.

Alternative Definition

Performance

Measures

In addition to the financial statements prepared in accordance with the IFRS accounting standards, Pargesa publishes an economic presentation of its results to provide consistent disclosure over the long-term of the contribution of each of its investments and, separately, the holding companies contribution to the consolidated results (Group share).

The purpose of the economic presentation is to provide an analytical breakdown of the consolidated results (Group share) of Pargesa by their origin. This presentation discloses on one hand the contribution of the various components of the investments (Pargesa share) and on the other hand the contribution from the activities of the holding companies (Pargesa and its share of GBL's holding activities).

This analysis distinguishes between the operating and non-operating elements of the results. The sum of the operating income and the non-operating income corresponds to the consolidated net profit attributable to Pargesa shareholders (Group share) as presented in the consolidated financial statements.

  • the operating income includes the following items:
    • the contribution from the investment portfolio, comprised of the Pargesa's share in

the operating income (as described above) of the investments consolidated in the

Economic resultsGroup financial statements (Imerys, Webhelp since 2019) or presented using equity accounting (Piolin II/Parques Reunidos) and the net dividends received from the non-consolidated shareholdings;

    • the net contribution from private equity and other investment funds (as grouped together by GBL under the title of Sienna Capital);
    • the net impact of gross financial income and gross financial expenses and the general expenses and taxes of the holding companies;
    • the trading results of GBL, the gains and losses from investment disposals or impairment provisions made within the private equity and other investment funds that are included within the operating income considering the nature of the business model of this category of investments.
  • the non-operating income includes:
    • the Group Share in the non-operating income of the investments consolidated in the Group financial statements (Imerys, Webhelp since 2019) or presented using equity accounting (Piolin II/Parques Reunidos);
    • and the non-operating income generated by the holding companies (Pargesa and its share in the non-operating income of GBL).

Comprises the parent company Pargesa and its subsidiaries (including GBL) whose main activity

Holding segment is to manage investments as well as the consolidated and non-consolidated operating companies.

This ratio is calculated based on (i) net debt (gross cash less gross debt) held directly by Pargesa relative to (ii) the portfolio value of Pargesa. The ratio excludes the deferred payment price

Loan to value receivable for the sale of GBL shares acquired during the public exchange offer for the bearer shares of Pargesa Holding SA presented by Parjointco Switzerland SA. The valuation methods

applied to the portfolio are identical to those used for the net asset value.

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Tel : +41 22 817 77 77

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CH-1204 Geneva

Fax: +41 22 817 77 70

www.pargesa.ch

Alternative Definition

Performance

Measures

The evolution in Pargesa's net asset value is, along with the change in its stock price and result, an important criterion for assessing the performance of the Group.

The net asset value is a conventional reference obtained by adding gross cash to the fair value of the investment portfolio and deducting gross debt.

The net asset value calculation is based on the one hand on the assets and liabilities of Pargesa, with the exclusion of its investment in GBL and on the other hand on the Pargesa's flow-through interest in the value of the investments, the net cash or net debt, and other assets and liabilities of GBL. The net asset value is calculated based on the market closing prices and foreign exchange rates for listed investments and using the fair value and closing foreign exchange rates for unlisted investments, and private equity funds and other investment funds (Sienna Capital).

The valuation principles applied to the portfolio, summarised above, are explained more fully as follows:

  • investments in listed companies and treasury shares are valued at the closing price. However, the value of shares underlying any commitments made by the Group is capped

Net asset value

at the conversion/exercise price;

  • investments in unlisted companies (Webhelp & Piolin II/Parques Reunidos) are valued at fair value;
  • regarding the portfolio of Sienna Capital, held by GBL, the valuation corresponds to the sum of its investments, marked to market, as determined by fund managers, to which is added Sienna Capital's net cash or, where applicable, from which is deducted Sienna Capital's external net debt.

In addition, the net asset value on a flow-through basis or flow-through value represents the

value of the investments, treasury shares and net cash/net debt that Pargesa holds while taking

into account Pargesa's direct interest percentage in GBL. This value is calculated by multiplying

the interest of each component of the net asset value, described above, by the direct interest

percentage that Pargesa held in GBL (34% at 30 June 2020).

Furthermore, the net asset value per share is expressed per bearer share with a nominal value

of CHF 20, the registered shares with a nominal value of CHF 2 are included at a factor of

one-tenth of their number.

The net cash, or where applicable, net debt is composed of the gross cash and the gross debt.

Gross debt includes all the financial liabilities of the Holding segment (convertible and

exchangeable bonds, bonds and bank debt), valued at their nominal repayment value.

Net cash or

net debt /

Gross cash includes the cash and cash equivalents (trading assets, etc.) of the Holding segment.

net indebtedness

It is valued at the book or market value (for certain cash equivalents).

The cash and debt indicators are presented for the Holding segment to reflect Pargesa Group's

own financial structure and the financial resources available to implement its strategy.

The operating companies are the companies controlled by the Group or presented using the

Operating

equity accounting method, which have a commercial activity. Excluded from this measure are

the holding companies of the Group used for direct or indirect investment into the investment

companies

portfolio companies.

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Tel : +41 22 817 77 77

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CH-1204 Geneva

Fax: +41 22 817 77 70

www.pargesa.ch

Alternative

Definition

Performance

Measures

Pargesa's external communication contains different percentages describing the holding of share

capital and the related voting rights:

Direct interest

direct interest percentage: has the meaning of the percentage of capital of the investment

percentage

held directly by Pargesa calculated based on the total number of shares issued at the end

of the period under review;

Total interest

total interest percentage: has the meaning of the percentage of capital of the investment

percentage

held directly by Pargesa or, indirectly through GBL, in other investments whether

consolidated or not;

Economic interest

economic interest percentage: this is the fraction of the profit entitlement (or loss quota)

percentage

that generally materialises with the dividend distribution and, if applicable, of the liquidation

surplus/(deficit) distribution of a company. It reflects the Group's "financial" or "monetary"

rights in its subsidiaries and shareholdings;

Percentage of

percentage of voting rights: has the meaning of the percentage held directly and indirectly

voting rights

through intermediate, consolidated entities and is calculated based on the total voting

rights that existed at the end of the period under review;

Percentage of

percentage of flow-through interest: represents the percentage Pargesa holds in the

flow-through

investments considering Pargesa direct interest percentage in GBL. This ratio is calculated

interest

by multiplying the interest held by GBL in each investment by the direct interest percentage

that Pargesa holds in GBL (34% at 30 June 2020).

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Tel : +41 22 817 77 77

info@pargesa.ch

CH-1204 Geneva

Fax: +41 22 817 77 70

www.pargesa.ch

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Pargesa Holding SA published this content on 30 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 August 2020 13:33:12 UTC