Wendel

AGM Information • Jun 3, 2016

P R E S S R E L E A S E – J U N E 3 , 2016

Combined ordinary and extraordinary annual general meeting 2016 All resolutions are adopted

All the 21 resolutions submitted to the shareholders' vote at the General Meeting held on June 1, 2016, were approved. The General Meeting notably approved the payment of a cash dividend amounting to €2.15 per share, an increase of 7.5% compared to 2014, and the renewal of the appointment of François de Wendel as a member of the Supervisory Board.

The ex-dividend date is June 6, 2016, the payment date is June 8, 2016.

Number of shares comprising the share capital: 48,007,880

Number of shares having the voting right: 45,929,341

The quorum reached 68.21% of the shares having the voting right (representing 31,326,538 shares and 51 867 179 votes for 1,110 shareholders).

Result of the votes

Wendel is now a European company: a majority of shareholders is calculated on the basis of votes cast (for or against). Abstentions are not taken into account and are not assimilated with "no" votes.

N°	Resolutions pertaining to the ordinary meeting	Result	% « For »	Votes « For »	% « Against »	Votes « Against »	Votes cast
 1	Approval of the 2015 parent company financial statements	Approved	99.95	51 570 713	0.05	25 958	51,596,671
2	Approval of the 2015 consolidated financial statements	Approved	99.74	51 495 760	0.26	133 974	51,629,734
3	Net income allocation, dividend approval and payment	Approved	99.81	51 530 595	0.19	100 066	51,630,661
4	Approval of related party agreements	Approved	92.22	47 015 569	7.78	3 966 021	50,981,590
5	Approval of a related party agreement	Approved	92.96	15 677 986	7.04	1 186 764	16,864,750
6	Renewal of the appointment of François de Wendel as a member of the Supervisory Board	Approved	94.58	48 821 830	5.42	2 799 919	51,621,749
7	Non-binding vote on compensation owed or granted to Executive Board Chairman Frédéric Lemoine	Approved	88.24	45 468 000	11.76	6 060 820	51,528,820
8	Non-binding vote on compensation owed or granted to Executive Board member Bernard Gautier	Approved	88.15	45 532 828	11.85	6 121 872	51,654,700
9	Authorization granted to the Executive Board to purchase the Company's shares	Approved	99.47	51 305 480	0.53	274 259	51,579,739
21	Powers for legal formalities	Approved	99.84	51 503 058	0.16	81 672	51,584,730

N°	Resolutions pertaining to the ordinary meeting	Result	% « For »	Votes « For »	% « Against »	Votes « Against »	Votes cast
10	Delegation of power to the Executive Board to increase share capital with preferential subscription rights maintained	Approved	98.32	50 510 509	1.68	862 917	51,373,426
11	Delegation of power to the Executive Board to increase share capital with preferential subscription rights canceled with the possibility of granting a priority period for shareholders	Approved	96.29	49 446 593	3.71	1 902 634	51,349,227
12	Delegation of power to the Executive Board to increase share capital with preferential subscription rights canceled, under a private placement	Approved	95.99	49 139 978	4.01	2 053 704	51,193,682
13	Authorization for the Executive Board to set the issue price, using the method set forth at the Annual Shareholders' meeting, with preferential subscription rights canceled	Approved	82.38	42 253 787	17.62	9 037 283	51,291,070
14	Delegation of power to the Executive Board to increase the number of shares to be issued in the event of excess demand	Approved	83.69	42 534 882	16.31	8 291 980	50,826,862
15	Delegation of power to the Executive Board to increase share capital in consideration for contributions of shares, either independently or through a public exchange offer	Approved	96.26	49 589 931	3.74	1 927 678	51,517,609
16	Delegation of power to the Executive Board to increase share capital through the capitalization of reserves, profits or premiums	Approved	99.85	51 442 948	0.15	75 113	51,518,061
17	Maximum aggregate amount of capital increases	Approved	85.47	44 027 116	14.53	7 486 867	51,513,983
18	Delegation of power to the Executive Board to increase share capital with preferential subscription right canceled through the issue of shares reserved for members of the Group savings plan	Approved	98.85	50 882 598	1.15	594 037	51,476,635
19	Authorization granted to the Executive Board to grant stock subscription options to corporate officers and employees, with preferential subscription right canceled, and/or stock purchase options	Approved	84.62	43 142 139	15.38	7 841 934	50,984,073
20	Authorization to the Executive Board to grant performance shares to corporate officers and employees, with preferential subscription right canceled	Approved	85.52	44 136 333	14.48	7 474 809	51,611,142

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 results / Publication of NAV (pre-market release)

In Paris

5/18/2017

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

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_

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

Press contacts Analyst and investor contacts

c.decaux@wendelgroup.com e.muntean@wendelgroup.com