Wendel

Capital/Financing Update • Jun 6, 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE.

PRESS RELEASE JUNE 6 , 2016

Wendel launches an offer to repurchase its bonds due in August 2017, April 2018 and September 2019

Wendel ("the Company") is today launching a tender offer to repurchase ("the Repurchase Offer") the following three bond issues, up to a maximum tender consideration of €400 million (excluding accrued interests):

• The €700 million bond issue bearing interest at 4.375% and maturing in August 2017, the outstanding par value of which is €692 million ("the 2017 Bonds");
• The €500 million bond issue bearing interest at 6.750% and maturing in April 2018, the outstanding par value of which is €500 million ("the 2018 Bonds");
• The €600 million bond issue bearing interest at 5.875% and maturing in September 2019, the outstanding par value of which is €500 million ("the 2019 Bonds").

The 2017 Bonds are traded on the regulated market of the Luxembourg Stock Exchange and the 2018 and 2019 Bonds are traded on Euronext Paris.

This transaction will enable the Company to reduce its gross debt. The results will be announced on June 13, 2016.

Financial calendar

9/8/2016

H1 2016 earnings / Publication of NAV (pre-market release) By conference call

12/1/2016

2016 Investor Day / Publication of NAV and trading update (pre-market release) In London

3/23/2017

2016 full-year earnings / Publication of NAV (pre-market release) In Paris

5/18/2017

Shareholders' Meeting / Publication of NAV and trading update (before Shareholders' Meeting)

9/7/2017

H1 2017 earnings / Publication of NAV (pre-market release)

By conference call

11/30/2017

2017 Investor Day / Publication of NAV and trading update (pre-market release)

About Wendel

Wendel is one of Europe's leading listed investment firms. The Group invests internationally, in companies that are leaders in their field, such as Bureau Veritas, Saint-Gobain, Cromology, Stahl, IHS, Constantia Flexibles and AlliedBarton Security Services. Wendel plays an active role as industry shareholder in these companies. It implements longterm development strategies, which involve boosting growth and margins of companies so as to enhance their leading market positions. Through Oranje-Nassau Développement, which brings together opportunities for investment in growth, diversification and innovation, Wendel is also a shareholder of exceet in Germany, Mecatherm in France, Nippon Oil Pump in Japan, Saham Group in Africa and CSP Technologies in the United States.

Wendel is listed on Eurolist by Euronext Paris.

Standard & Poor's ratings: Long-term: Long-term: BBB-, stable outlook – Short-term: A-3 since July 7, 2014. Wendel is the Founding Sponsor of Centre Pompidou-Metz. In recognition of its long-term patronage of the arts, Wendel received the distinction of "Grand Mécène de la Culture" in 2012.

For more information: www.wendelgroup.com Follow us on Twitter @WendelGroup and @_FLemoine_

Press contacts Analyst and investor contacts Christine Anglade-Pirzadeh: +33 (0)1 42 85 63 24 Olivier Allot: +33 (0)1 42 85 63 73 c.anglade@wendelgroup.com o.allot@wendelgroup.com

Caroline Decaux: +33 (0)1 42 85 91 27 Elisa Muntean: +33 (0)1 42 85 63 67 c.decaux@wendelgroup.com e.muntean@wendelgroup.com

Disclaimer

This announcement does not constitute an invitation to participate in the tender offer for the Notes (the "Tender Offer") in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.

Tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from Qualifying Holders in any circumstances in which such offer or solicitation is unlawful. Wendel does not make any recommendation as to whether or not Qualifying Holders should participate in the Tender Offer.

United States

The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to owners of Notes who are located in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. Persons as defined in Regulation S of the Securities Act (each a "U.S. Person") and the Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of this document is not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to any such person. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to sell made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted.