CNIM Groupe — M&A Activity 2014

Jul 2, 2014

The supervisory board of CNIM has appointed the professional firm Farthouat Finance as independent expert in the context of the mandatory simplified tender offer which could be filed in the event of control of CNIM being acquired by SOLUNI.

Paris, July 2nd 2014 - The Supervisory Board of CNIM, which met today, noted that the company SOLUNI, the first shareholder of CNIM, has received from the companies Compagnie Nationale de Navigation ("CNN") and Martin GmbH für Umwelt- und Energietechnik ("Martin GmbH") binding commitments to sell all of their shares. In consideration of these commitments, CNN and Martin GmbH entered into exclusive negotiations with SOLUNI. If such transfers were to take place between the parties, SOLUNI would be obliged to file a simplified tender offer on the CNIM shares not held by the offeror, in accordance with applicable market regulations.

The Supervisory Board of CNIM has mandated its independent members to review the terms and conditions of the transaction that could be initiated and to supervise the work of the independent expert, taking care that its tasks are properly conducted.

At the suggestion of its independent members, the Supervisory Board of CNIM has appointed the professional firm Farthouat Finance as independent expert with the task of issuing a report on the financial conditions of the offer which could be filed in accordance with Article 261-1 I of the general regulations of the Autorité des marchés financiers, and has asked the Management Board to appoint it formally and to take all measures to facilitate its work.

The independent expert's report will be part of CNIM's information memorandum in response that will be submitted for the approval of the Autorité des marchés financiers in the event that SOLUNI files a mandatory simplified tender offer.

In addition, a distribution of an exceptional dividend to all of the shareholders of CNIM in the order of 30 euros per share (representing a total of approximately 90 million euros) should be proposed to the General Meeting of the shareholders of CNIM, which will take place shortly. It would be proposed that this dividend distribution would take place during the simplified tender offer so that CNIM's shareholders would have the choice to tender their shares before or after such dividend distribution. In that latter case, the price per share offered in the tender offer would be reduced by the amount of the dividend per share received.

About CNIM: www.cnim.com

CNIM designs and manufactures turnkey industrial plants with high technological content, and delivers services expertise, services and operations in the areas of Environment, Energy, Defense and Industry.

CNIM employs 2,800 persons in 15 countries and had annual 2013 sales of €781.9 million with 67.6% from exports. CNIM is listed on Euronext Paris.

Press contact: Caroline Simon Tel.: + 33 1 53 70 74 70 Mobile: + 33 6 89 87 61 24