Wendel : Answer of the Executive Board to the written questions

SHAREHOLDERS' MEETING - 06 . 29 . 2021

Executive Board's answers to the Shareholders' written questions

Questions from Mr. Alain Balesdent:

(This is a free translation into English for information purposes only)

Tarkett transaction

"Wendel has built its success by investing in a wide variety of companies. The most recent of these is Tarkett, which the Chairman of the Executive Board presented as an "opportunity" in his quote. Each Tarkett shareholder will have to make his or her own decision on the simplified tender offer. Nevertheless, Wendel plans to use a squeeze-out procedure, if possible, thereby imposing its terms on all shareholders. Firstly, on those who despite the fairness opinion, believe the offer price is insufficient. And especially on those who believe in the future of Tarkett and want to keep their shares. While institutional investors might be sensitive to the liquidity argument that will in all likelihood be presented, this argument is not relevant for individual shareholders, who rarely sell their shares."

1. "In the future, does Wendel intend to stop working with the firm hired to evaluate Tarkett (Finexsi), whose reasoning was clearly not sufficiently convincing?"

Wendel: As a reminder, the simplified tender offer was approved by the French Financial Markets Authority (AMF) on June 8, 2021 and the opening notice was published by the AMF on June 9, 2021. Tarkett Participation's offer document and Tarkett's response document were thus approved by the AMF. In accordance with regulations, the simplified tender offer will close on July 9, 2021 and cannot be reopened following this 22-day period.

In the response document, the independent expert concluded that the offer was fair from a financial point of view (including in view of a squeeze-out procedure), confirming that the price reflected a premium regardless of the evaluation method. Tarkett's board confirmed, based on the work of the independent expert, that the transaction was advantageous to the company, its shareholders and its employees.

We have nothing to add to the conclusions of the expert, who is independent and was working for Tarkett's board. It is not our role to comment on its work.

2. "How can our Company, which holds individual shareholders in high esteem, force those shareholders to sell the Tarkett shares they do not wish to sell?"

Wendel: Each Tarkett shareholder must decide whether or not to tender his or her shares to the simplified tender offer.

In accordance with regulations, Tarkett Participation declared its intent to implement a mandatory squeeze- out procedure if minority shareholders do not hold more than 10% of the capital and voting rights at the end of the tender offer. In that case, all Tarkett shares not tendered to the Offer will be transferred to Tarkett Participation in return for a compensation equal to the Offer price, i.e. €20 per share.

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3. "Wouldn't our Company bring more credit on itself by renouncing the squeeze-out or allowing shareholders who so desire to keep their shares in Tarkett as an unlisted entity?"

Wendel: If the squeeze-out procedure takes place, a Tarkett shareholder who thereafter wants to remain exposed to Tarkett can buy Wendel shares, which also give access to other attractive companies. Note that at the close of the transaction, Wendel would hold up to 30% of the share capital.

Shareholders' Meeting

4. "For the second year in a row, the date of the Shareholders' Meeting has been pushed back to the end of June instead of early June, delaying for an equivalent period the payment of the dividend.Does this reflect a new financial schedule for our Company or was it an attempt to hold the Shareholders' Meeting in person? Has the date of the 2022 Shareholders' Meeting already been set?"

Wendel: In light of the Covid-19 pandemic, the Company decided to change the format of the Shareholders' Meeting. Initially, we pushed back the date of the Shareholders' Meeting in the hope that public health conditions would enable us to hold the meeting in person. Nevertheless, when we had to decide in mid-May so as to publish the meeting notice, the measures in force did not allow us to plan a physical meeting, and we had to settle for a closed session, as did the vast majority of listed companies.

We have not yet set the date for the 2022 Shareholders' Meeting.

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