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D'Ieteren Group

Investor Presentation Feb 28, 2018

3937_rns_2018-02-28_9695b042-ab93-41c6-b21e-8f6d9de3ab77.pdf

Investor Presentation

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  • 2017 was a positive year: healthy sales growth across the three activities and an adjusted PBT g.s. that was up 2.6%(in line with latest guidance for low single-digit growth)
  • • Closing of CD&R's partnership investment in Belron in February 2018. D'Ieteren sells 40% in Belron to CD&R and keeps a stake of 54.85%
  • •Active search for new investment opportunities
  • 2018 outlook: on a comparable basis, D'Ieteren is aiming for a mid-to-high single digit improvement for its adjusted PBT g.s. This guidance assumes average foreign exchange rates in 2018 that are in line with the exchange rates that prevailed at the end of 2017
  • Stable gross ordinary dividend of EUR 0.95 per share and a gross extraordinary dividend of EUR 2.85 per share, totalling EUR 3.80 per share. The proposal to pay an exceptional dividend has been made following the sale of 40% of the shares held by D'Ieteren SA in Belron (after refinancing), which constitutes a one-off transaction, inorder to allow shareholders to benefit in a tangible way fromthe value thus created.

COMBINED1SALES BY SEGMENT

€ million

1)Including 100% of Belron

FY 2017 results – 28 February 2018| 3

COMBINED1ADJUSTEDOPERATING RESULT BY SEGMENT

€ million

1)Including 100% of Belron

FY 2017 results – 28 February 2018| 4

KPI: ADJUSTEDRESULT BEFORE TAX, GROUP'S SHARE

€ million

Making a difference by solving people's problems with real care

FY 2017 results – 28 February 2018

  • NPSreached a record 83.1% (+50bps)
  • 16.5 million (+7%) consumers servedacross four activities (VGRR, ADRR, HDRR and Claims Management)
  • Sales: EUR 3.5 billion, +5.5%(of which 6.0% organic)
  • Solid organic sales momentumin Europe (+5.2%) and outside Europe (+6.3%)
  • Adjusted operating result decreased by 0.5% toEUR 189.8 million
  • AdjustedPBT g.s. (KPI): EUR 134.5 million (-9.4%)
  • Progress and significant investment in service extension
  • 2018 outlook:
  • Moderate organic sales growth
  • On a comparable basis, the adjusted PBT g.s. is expected to rise 'high single digit' assuming average foreign exchange rates in 2018 that are in line with the exchange rates that prevailed at the end of 2017

SALES GROWTH DRIVEN BY MARKET SHARE GAINS, PRICE/MIX AND SERVICE EXTENSION

  • 7 out of the top 10 VGRR markets declinedin 2017
  • • Belron's organic growth was driven by market share gains (mainly in the US, France, Germany and UK), a positive price/mix effect and higher revenues fromcomplementary products
  • External growth: CARe Carrosserie Belgium, Speedy in Canada, Maisoning in France andEurocar Point in Italy
  • •The negative currency effect is due to the weaker GBP and USD

  • • The broadly flat adjusted operating result was impacted by two offsetting factors:

  • aEUR 10.7 million rise in ELTIP charges
  • Under IFRS 5, Belron's assets and liabilities are booked under 'Non-current assets/liabilities classified as held for sale' as from 28 November 2017 => non-current assets were not depreciated in December 2017. Positive impact of EUR 10.5 million
  • Evolution differed from country to country:
  • Broadly stable result (in \$) at Safelite (USA) : positive impact from significant market share growth in a lower market was offset by investments in people, brand and technology
  • Profitability improved in many countries (UK, D, SP, F, CH, AT, S, N, FI, P, TR and AU)
  • Offset by a decline in Italy, Belgium and the Netherlands
  • •Start-up and acquisitions costs related to service extension (EUR 10.6 million)

SUMMARY OF 2017 RESULTS

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| 11FY 2017 results – 28 February 2018

ADDITIONAL INFORMATION

  • • Definitive agreement with CD&R on 28 Nov 2017 => the criteria under IFRS 5 "non-current assets held for sale and discontinued operations" are satisfied. The P&L of 2016 was restated
  • • From2018 onwards, Belron will be included via equity accounting
  • Net finance costs (EUR 86.1 million) include EUR 48.6 million adjusting items (refinancing fees and make whole costs for early reimbursement of the USPPs)

CASH FLOW AND NET DEBT

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Increase in net debt reflects refinancing (issue of EUR 1.3bn Term Loans B) and extraordinary dividend (EUR 453 million) . Rationale of financing:

  • •To align capital structure with the profile of the activities and future financial needs
  • •To extend the duration of Belron's debt profile
  • •To benefit from attractive financing conditions

LATEST DEVELOPMENTS

  • • 7 February 2018: closing of transaction whereby CD&R acquired a 40% stake in Belron. D'Ieteren retains a stake of 54.85%. Proceeds EUR 629 million.
  • Service extension strategy:
  • Acquisition of Maisoning Group: home repair services in France
  • Agreement (Dec. 2017) to acquire assets and operations of Laser Group: provides HDRR services (plumbing and electricity) in Australia and New Zealand
  • ADRR: SMART repair pilots launched in several countries
  • Identification and sharing of best practices (e.g. tools, training, marketing)

Moderate organic sales growth

  • Adjusted PBT g.s. will reflect D'Ieteren's 94.85% ownership interest in January 2018 and 54.85%from February 2018 onwards
  • • On a comparable basis (@58.18%), adjusted PBT g.s. is expected to rise 'high single digit'. This guidance assumes average foreign exchange rates in 2018 that are in line with the exchange rates that prevailed at the end of 2017
  • •The improvement will reflect sales growth and efficiency initiatives
  • Lower ELTIP charges: the 3-year rolling programme will be replaced by a direct equity investment opportunity that will be offered to the management. In 2018, there will still be charges related tothe programmes that were launched in 2016 and 2017. In 2019, the charges will be limited to the programme that started in 2017
  • Disposal 40% stake in Belron: the transaction price translates into an equity value of about EUR1.55 billion) => the total consolidated gain on disposal (recognised on 100% of Belron in accordance with the requirements of IFRS 10) amounts to ca. EUR 1 billion. This will be booked under adjustingitemsin 2018
  • •Capex set to decline in 2018 (EUR 175.5 million in 2017)

MEDIUM TERM TARGETS

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(1) Adjusted net income/EUR 1,550 million (Note: equity value of transaction with CD&R)

(2) Free cash flow = adjusted EBITDA +/- changes in working capital – capex - net interest paid – taxes paid

To be the natural natural choice for mobility mobility in Belgium

D'IETEREN AUTO - HIGHLIGHTS

  • Resilient new car market (+2.7% net) and a positive mix (more SUV's)
  • •D'Ieteren Auto's net market share: 21.29% (-54bps). VW remains the leading brand
  • Light commercial vehicle market was up 12%and D'Ieteren's share rose by 69bps to 10.7%
  • Brussels Motor Show of 2018 was very successful for D'Ieteren Auto. The number of client contracts signed during January were up respectively 18% and 29% versus the same period in 2017 and 2016
  • 2017 sales: EUR 3.3 billion, +6.0%
  • Adjustedoperating result: EUR 85.9 million (+13.3%)
  • AdjustedPBT g.s.: EUR 98.2 million, +16.6%
  • Outlook 2018: The Belgian new car market is expected to contract slightly. D'Ieteren Auto aims at flat volumes thanks to commercial initiatives and new model launches. The adjustedPBT g.s. is set to improve slightly.
  • Strategy: further reinforcement of core activities and focus on efficiency gains while exploring new solutions inmobility

BELGIAN NEW CAR MARKET: +2.7%

Belgian new car market was up 2.7% excluding de-registrations of less than 30 days

or +1.3% including the de-registrations

New car registrations

The historical graph above contains gross figures only. In order to provide an accurate picture of thecar market, Febiac publishes since mid-2013 market figures excluding registrations that have beencancelled within 30 days.

Market share excluding de-registrations down 54bps to 21.29% in 2017 due to tough comparables (successful run-out campaign for the old Tiguan in H1 2016)

D'Ieteren Auto's market share (%)

| 20FY 2017 results – 28 February 2018

VOLKSWAGEN REMAINS MARKET LEADER

Breakdown of D'Ieteren Auto's

The combined market share of Bentley and Lamborghini totals 0.02% in 2017

  • VW remains the market leader with a net share of 9.42% in spite of tough comparables (successful run-out campaign of the oldTiguan in H1 2016)
  • Audi's share was almost flat thanks to the success of the Q2, the A5 and Q5.
  • Škoda benefited from the success of Kodiaq
  • SEAT'sshare was up thanks to the Ateca
  • Porsche's share improvement is underpinnedby the higher demand for the Panamera

SUCCESS OF SUV'S CONTINUES: GROWING SHARE IN PRODUCT MIX

Registrations (gross) of SUV's

GROWING SHARE IN SOLID LCV MARKET

Registrations of new LCV's and % change

VW LCV registrations and DIE Auto's share

Demand for light commercial vehicles (LCV) is underpinned by:

  • •Macro-economic tailwinds
  • •Rising e-commerce related parcel deliveries
  • •Kilometer based toll on heavy commercial vehicle traffic

EXTERNAL SALES UP 6.0%

External sales (€m)

  • • New vehicle sales rose by 6.3% due to higher volumes (number of deliveries +2.2%) and a positive price/mix effect.
  • •The success of the newly launched SUV's largely explains the positive mix effect

ADJUSTEDOPERATING RESULT UP 13.3%

Adjusted EBIT (€m)

  • • Positive impact from higher volumes, a positive price/mix effect (growing share of SUV's), improved results of the Retail activities and lower Corporate costspartly offset by higher commercial incentives
  • •Note that the FY 2016 results were impacted EUR 5.7 million costs associated to Moleskine acquisition

SUMMARY OF 2017 RESULTS


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CALCULATIONADJUSTED PBT, GROUP SHARE


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ADJUSTINGITEMS IN RESULT BEFORE TAX

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  • Net financial income includes interest on intra-group loans to Belron and Moleskine, partly offset by commission on unused credit lines.
  • • Contribution from equity accounted equities to adjusted result before tax, group's share, reached EUR 8.8 million in 2017 (EUR 8.5 million in 2016). This reflects a 9% rise in the number of asset based contracts at VDFin
  • Income tax expense of EUR 23.4 million in 2017 compared to income tax revenue of EUR2.7 million in 2016. Swing is due to a reduction in the notional interest rate and movements in deferred tax assets related to the deductibility of certain provisions and tax credits
  • •Decline in net profits is mainly due to the swing in income taxes

CASH FLOW AND NET DEBT

  • The decline in free cash flow is due to higher capex, swing in working capital needs and higher taxes paid. Note: trade receivables declined sharply in 2016 as independent dealers switched to cash payments
  • Net cash increased from EUR 71.7 million at the end of 2016 to EUR 549.5 million at the end of 2017. This increase mainly reflects Belron's extraordinary dividend (EUR 429 million)
  • •Note: the proceeds (EUR 629 million) of the disposal of 40% in Belron were received in February 2018

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  • Brussels Motor Show (Jan. 2018) was a great success for D'Ieteren Auto. Number of client contracts +18% in Jan. 2018 vs. Jan. 2017 and +26% vs. Jan. 2016. Orderbook at the end of January 2018: +17% y/y-1and +26% y/y-2
  • • Acquisition of Rietje closed in January 2018: Volkswagen (cars and commercial vehicles), Audi andŠkoda dealerships and a multi-brand body shop in the northern Antwerp region
  • • D'Ieteren Auto aims to play a role in the mobility of the future. The goal of Lab Box, which was established as an independent legal entity in 2017, is to analyze and develop innovative mobility solutions. Poppy, a car-sharing venture in Antwerp, is one of Lab Box's first initiatives. After a test phase, Poppy was officially launched in January 2018 with a fleet of 350 'clean' cars (Volkswagen e-Golfs and Audi A3 g-trons).

OUTLOOK FOR 2018

  • • In a market that is expected to decrease slightly, D'Ieteren Auto aims at stable volumes thanks to commercial initiatives and new model launches
  • AdjustedPBT g.s. is expected to improve slightly
  • Product pipeline in 2018:
  • New models: Audi Q8 and e-tron, Lamborghini Urus (SUV)
  • Model replacements: Volkswagen Touareg, Audi Q3, A7, A6 and A1, Porsche 911
  • Facelifts: Škoda Fabia, Audi TT and Porsche Macan

NEW MODELS

Audi Q6

SEAT Arona

VW T-Roc

Audi Q8 – Concept car

Škoda Karoq

Lamborghini URUS

MEDIUM TERM TARGETS - D'IETEREN AUTO INCL. CORPORATE

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(1) ROCE = adjusted operating result/(non-impaired capital employed)

(2) Free cash flow = adjusted EBITDA +/- changes in working capital – capex - net interest paid – taxes paid

Contributing to the development and sharing of human knowledge and culture

MOLESKINE – HIGHLIGHTS

  • A transition year: strategic initiatives and organizational developments
  • 6.7% sales growthor +8.5% at constant exchange rates
  • Growth across all products, regions and channels (with the exception of e-commerce)
  • The operating result reached EUR 25.2 million (EUR 34.0 million full year 2016)
  • • Evolution reflects 'fit-for-growth' costs to sustain future development, integration costs and a more challenging retail environment in the US
  • Outlook: double-digit growth for its sales and adjusted PBT

SALES GROWTH ACROSS ALL REGIONS

% total 2017 sales

APAC TOTAL 4.5% 4.1%13.9%EMEA Americas 8.5%Growth at constant exchange rates

SALES GROWTH ACROSS THE MAJOR CHANNELS

| 38FY 2017 results – 28 February 2018

SALES INITIATIVES

  • Wholesale:
  • Expansion into new channels for bags (e.g. fashion stores, travel and leather goods) and M+ products (e.g. consumer electronic chains)
  • Dedicated visual merchandising projects with key retailers
  • B2B:
  • Focus on key markets and large deals including cross country contracts and full service projects
  • Retail:
  • Number of stores increased from 79 at the end of 2016 to 87 at the end of 2017
  • E-Commerce:
  • Migration to a new platform

RESULTS IMPACTED BY INVESTMENTS IN FUTURE GROWTH

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FACTORS IMPACTING FY 2017 RESULTS

  • The decline in operating margin reflects:
  • Costs related to strategic projects for future growth (e.g. strengthening of the regional platforms, digital innovation projects, move to new headquarters…)
  • Increase in the number of FTEs from 401 at the end of 2016 to 468 at the end of 2017
  • Strengthening of the IT infrastructure (SAP was launched across the company on 1st January)
  • A EUR 2.5 million charge related to the new long-term incentive program
  • Consultancy fees for the development of a new 5-year business plan
  • Merger costs (Moleskine SpA merged with its parent company DM Invest Srl)
  • A negative channel mix effect: higher weight of the loss-making Retail channel
  • A negative currency impact of EUR 1.3 million: mainly due to the weakening of the USD (related to USD receivables)
  • Net financial charges increased from EUR 1.0 million (12 months in 2016) to EUR 10.0 million due to the financing costs related to the acquisition by D'Ieteren.

CASH FLOW AND NET DEBT


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  • Higher WCR: mainly due to a rise in inventories as a result of lower than expected sales and backended sales
  • Capex: investments in new store openings, IT (SAP implementation, E-Commerce platform) and new HQ
  • • At the end of 2017, Moleskine's net debt amounted to EUR 289.4 million of which a EUR 152 million loan provided by D'Ieteren SA

  • • For 2018, Moleskine aims at double digit growth for its sales and adjusted PBT underpinned by its strengthened organization and strategic initiatives

  • The share of non-paper products and M+ as a % of total sales is expected to increase further
  • Profitability of the Retail channel is a strategic priority which will be driven by the ongoing pursuit of operational excellence aimed at delivering an improved customer experience
  • Additional strategic priorities include the further development of the new product categories (bags & digital products) and the reinforcement of the IT systems and tools (e.g. CRM).

On a comparable basis, D'Ieteren aims for a 'mid-to-high single digit improvement' in its adjustedconsolidated PBT g.s. Note that D'Ieteren's share in Belron fell to 54.85% in February 2018. The guidance assumes a 58.18% stake (weighted average of 94.85% for one month and 54.85% over 11 months) in 2017 and 2018. If Belron had been consolidated according to this ratio (58.18%) in2017, the adjusted consolidated PBT g.s. would have been EUR 195.9 million. This guidance assumes average foreign exchange rates in 2018 that are in line with the exchange rates that prevailed at the end of 2017.

Q&A

"To the extent that any statements made in this presentation contain information that is not historical, these statements are essentially forward-looking. The achievement of forward-looking statements contained in this presentation is subject to risks and uncertainties because of a number of factors, including general economic factors, interest rate and foreign currency exchange rate fluctuations; changing market conditions, product competition, the nature of product development, impact of acquisitions and divestitures, restructurings, products withdrawals; regulatory approval processes and other unusual items. Consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements can be identified by the use of words such as "expects", "plans", "will", "believes", "may", "could", "estimates", "intends", "targets", "objectives", "potential", and other words of similar meaning. Should known or unknown risks or uncertainties materialize, or should our assumptions prove inaccurate, actual results could vary materially from those anticipated. The Company undertakes no obligation to publicly update any forward-looking statements."

CONTACT INFORMATION

Investor Relations – D'Ieteren Group

Pascale Weber[email protected]

+32 2 536 54 39

Press Relations – D'Ieteren Group

Anne-Catherine Zoller [email protected]

+32 2 536 55 65

or[email protected]www.dieteren.com

| 47FY 2017 results – 28 February 2018

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