Wendel

Prospectus • Feb 2, 2010

Not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan.

WENDEL ANNOUNCES THE SUCCESS OF THE INITIAL PUBLIC OFFERING OF HELIKOS

Wendel announces the success of the initial public offering of Helikos on the Frankfurt Stock Exchange, subscribed for 200 M€. This transaction is the largest on the Frankfurt Stock Exchange since mid-2008. Helikos' shares and warrants are expected to trading on February 4, 2010.

Through this innovative project, Wendel restarts its investment policy by focusing on German Mittelstand companies with a strong development potential, in an economy well-oriented to take part in the worldwide recovery.

Frédéric Lemoine, Chairman of Wendel's Executive Board, was pleased with the success of the transaction, and stated: "Against the backdrop of a particularly difficult market, we were able to raise € 200 million and to include carefully selected renowned investors in this innovative project, which I am very proud of. I attribute this to the recognition of the inherent quality of the Helikos project, around which are gathered well-known German market experts, Roland Lienau and Hermann Simon.

This carefully considered project is consistent with Wendel's ambition to enter the German market by acting as a professional reference shareholder for a "hidden champion" in the German economy and providing it with the necessary resources for its long-term development.

Through our international platform Oranie-Nassau, we today realise our first transaction in Germany and are now in a position to become shareholder of a top-quality German "Mittelstand" company, by investing alongside Helikos, if needed, when the time comes."

Helikos is a Special Purpose Acquisition Company (SPAC), a company whose sole purpose is to invest in a non-listed company in Germany. Following the IPO, Helikos will have €200 million to invest within 24 months in a German Mittelstand company to finance future growth. The enterprise value of the company will range between $\epsilon$ 300 million and $\epsilon$ 1 billion.

To carry out this project, Wendel is partnering with two well-known and highly experienced German experts. The first is Pr. Dr. Hermann Simon, founder of the consulting firm Simon Kucher & Partners, and globallyrenowned expert on the companies that make up the German industrial fabric. The second is Roland Lienau, a capital markets specialist with 20 years of experience and current Managing Director in Wendel's investment team. They will be respectively co-Chairman and CEO of Helikos.

Helikos will be chaired by Dirk-Jan van Ommeren, Managing Director at Wendel and CEO of Oranje-Nassau. In addition, the Board of Directors of Helikos will include Dr. Jürgen Heraeus, Chairman of the Supervisory Board of Heraeus Holding, a company founded more than 150 years ago in Germany, Dr. Christoph Kirsch, former CFO of Südzucker AG. Alain Georges, former CEO and Chairman of the Bangue Générale du Luxembourg. and Jean-Michel Ropert, Wendel CFO.

Through Oranje-Nassau, Wendel plans:

• to be the main sponsor of the project, and as such, to assist Helikos in identifying a target company, carrying out due diligence, negotiating and executing the transaction:
• to invest, a sponsor, an amount of $\epsilon$ 10 million in the Helikos project, in the governance of which Wendel will fully play its role of professional reference shareholder.

Moreover, Wendel has decided to strengthen its commitment in the project by subscribing in the offering for €16 million.

Following the IPO, the sponsors of Helikos will hold 6.3 million founding shares convertible into public shares representing 24% of Helikos' initial capital. These founding shares will convert into public shares upon attaining three successive thresholds: 1/3 (8%) at the time of the transaction, 1/3 (8%) if the share price¹ reaches € 11 and 1/3 (8%) if the share price¹ reaches € 12.

As a SPAC, the operating characteristics of Helikos include:

• The € 200 million raised will be placed in an escrow account and set aside for an investment in a German company. The interest earned on the escrow funds, in an amount of up to €6 million, will be used to finance the expenses of finding such a company.
• The initial € 10 million investment by Helikos's sponsors will finance a portion of the IPO expenses and of the expenses (€3 million) dedicated to finding a partner.
• Within 24 months of listing (or 30 months in the event that a letter of intent is signed with a potential partner within 24 months), Helikos will put its proposed business combination to a shareholder vote at an extraordinary general meeting.
• Shareholders will thus have the option of choosing to approve the proposed business combination or to request, prior to the extraordinary general meeting, that their shares be redeemed in exchange for a pro rata share of the funds held in the escrow account.
• In order for the proposed business combination to be approved and implemented, the proposal must be approved by a simple majority at the extraordinary general meeting, and public shareholders redeeming their public shares must represent less than 35% of the public shares.
• Wendel will have the option to purchase shares of shareholders that request redemption (shares that are purchased will not be included in achieving the 35% threshold mentioned above) as well as the option to invest directly in the transaction alongside Helikos in order to own a larger share of the capital than initially planned.

Following the business combination, Helikos will serve as a vehicle for listing the company in which it invests, which through a combination with Helikos will become a company listed on the Frankfurt Stock Exchange.

Complete information about Helikos is available on its website: www.helikosgroup.com.

Information on Helikos
Company	Helikos S.E.
Incorporated in	Luxembourg
Reuters symbol	HIT (share) / HIT1 (warrant)
Final size	€ 200 million
Structure	20 million units (each consisting of 1 share and 1 warrant)
Sponsor investment	€ 10 million "at risk" investment / Acquisition of 10 million warrants
Sponsor lock-up period	18 months
Warrants:
Strike price	€ 9
Lifespan	5 years
Exercise period	From the later of i) the consummation of a business combination or ii) one year after trading commences

¹ VWAP of any 20 out of 30 consecutive trading days, starting from the investment completion

Ne pas distribuer directement ou indirectement aux Etats-Unis, au Canada, en Australie ou au Japon

About Wendel

Wendel is one of Europe's leading listed investment firms. The Group invests in France and abroad, in companies that are leaders in their businesses: Bureau Veritas, Legrand, Saint-Gobain, Materis, Deutsch, Stallergenes, Oranje-Nassau and Stahl. Wendel plays an active role as industry shareholder. It implements long-term development strategies, which involve boosting growth and margins of companies so as to enhance their leading market positions. Wendel's consolidated 2008 sales totalled € 5.4 billion. Wendel is listed on Eurolist by Euronext Paris.

Dissemination of this press release in certain countries may violate legislation in force. This press release may not be published, forwarded or distributed, either directly or indirectly, to or in the United States of America, Canada, Australia or Japan.

This press release does not, and shall not, under any circumstances, constitute a public offering, or an offer to sell or to subscribe, or a solicitation to offer to purchase or to subscribe to financial securities in France or any other jurisdiction. This press release does not constitute an offer to sell securities in Helikos SE in the United States or any other country. Securities in Helikos SE may not be sold in the United States unless they are registered or exempt from registration pursuant to the U.S. Securities Act of 1933, as amended. Helikos SE does not intend to register the offer described in this press release or any part thereof in the United States, or to carry out any public share offering in the United States.

Regarding the United Kingdom, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), and (iii) "high net worth entities", and other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order, as amended (persons falling under (i) to (iii) are collectively "Authorised Persons"). Existing shares offered as part of the Offer are only aimed at Authorised Persons and any invitation, offer or contract relative to the subscription, purchase or acquisition of these shares may only be entered into with Authorised Persons. Persons who are not Authorised Persons may not base their actions on this document or the information contained herein.

This press release is not a prospectus. The prospectus is the only document that contains all of the compulsory information pursuant to applicable regulations. As part of the offer, a prospectus prepared in compliance with EU Directive 2003/71/EC (the Directive) was approved by Luxembourg's Commission de la Surveillance du Secteur Financier (Financial Sector Regulatory Commission). The prospectus is available on the Helikos SE website (www.helikosgroup.com); printed copies of the prospectus may be obtained from Helikos SE, 115 avenue Gaston Diderich, 1420 Luxembourg.

Contacts journalists Contacts analysts and investors

Anne-Lise BAPST:+ 33 (0) 1 42 85 63 24 Laurent MARIE: + 33 (0)1 42 85 91 31 al.bapst@wendelgroup.com l.marie@wendelgroup.com Christèle LION: + 33 (0) 1 42 85 91 27 Olivier ALLOT: + 33 (0) 1 42 85 63 73 c.lion@wendelgroup.com o.allot@wendelgroup.com