Groupe Bruxelles Lambert SA — Interim / Quarterly Report 2017

May 4, 2017

Results at 31 March 2017

• 9% increase in adjusted net assets to EUR 18.5 billion
• Consolidated net result of EUR 233 million, positively impacted by the EUR 112 million capital gain realised on the disposal of the stake in Golden Goose by Sienna Capital
• Decrease in cash earnings to EUR 83 million

In EUR million		End of March		End of December			Variation 2
(Group's share)	2017	2016		2016
Consolidated net result	233	(923)		(458)		n.a.
Cash earnings	83	104 3		440		- 20.0% 3
Adjusted net assets	18,530	14,762		16,992		+ 9.1%
Market capitalisation	13,732	11,700		12,863		+ 6.8%
Discount	25.9%	20.7%		24.3%
Net cash/(Net debt)	489	(307)		225		264
Loan to Value	0.0%	2.0%		0.0%

Key financial data1

The Board of Directors, held on 4 May 2017, approved GBL's unaudited IFRS consolidated financial statements at 31 March 2017.

GBL's Co-CEOs, Ian Gallienne and Gérard Lamarche, commented on the operations and results for the first quarter of 2017 as follows:

"The first quarter results are traditionally less representative of the entire financial year, with a significant part of dividends from our shareholdings being recognised as of the second quarter. They were impacted by the capital gain realised on the disposal by Ergon Capital Partners III of the stake in Golden Goose (EUR 112 million).

GBL has continued to implement its strategy of portfolio diversification and deconcentration of risks relating to the energy sector by completing the disposal of the ENGIE shares underlying the exchangeable bonds.

Finally, in 2017, GBL continued to develop its Incubator portfolio, notably through two investments. Burberry thus announced, on 28 February 2017, that GBL had crossed the 3% threshold in the voting rights of the company. Furthermore, on 12 April, GBL announced the acquisition of a 15% position in Parques Reunidos, a leading global operator of leisure parks across Europe, North America and Asia, for a value of EUR 208 million."

¹ All alternative performance indicators are defined in the glossary at the following address: www.gbl.be/en/glossary

^² Variation between March 2016 and March 2017 for the consolidated net result and cash earnings and between December 2016 and

March 2017 for adjusted net assets, market capitalisation and net cash 3 At 31 March 2016, Sienna Capital contributed EUR 18.2 million to cash earnings due to a dividend received from ECP II following the disposal of Joris Ide by this fund

1. Change in portfolio, financial position and adjusted net assets

1.1. Highlights of the first quarter of 2017

Strategic Investments

On 7 February 2017, GBL redeemed in cash the balance of the bonds exchangeable into ENGIE shares, i.e. an amount of EUR 306 million. During the first quarter of 2017, GBL also sold the balance of ENGIE shares underlying the bonds exchangeable into ENGIE shares (i.e. 11.9 million shares or 0.5% of the capital for EUR 145 million), generating a consolidated gain of EUR 1 million. GBL's residual stake in ENGIE therefore stands at 0.1% of the capital at 31 March 2017 (or 2 million shares).

On 21 February 2017, GBL announced that it holds 10.6% of voting rights in Pernod Ricard (for a stake in capital of 7.5%). This passive crossing of the 10% threshold is the result of the allocation of double voting rights.

Incubator Investments

On 28 February 2017, Burberry Group Plc (« Burberry ») announced that GBL had crossed the threshold of 3% of voting rights in the company. The investment in Burberry is aligned with GBL's portfolio diversification strategy. At 31 March 2017, GBL held 3.0% of the capital of this company, representing a market value of EUR 266 million. Listed on the London Stock Exchange, Burberry has a market capitalisation of around EUR 9 billion at 31 March 2017. Burberry, a luxury British brand, specialises in the design, manufacture and marketing of high-end clothing and accessories. These products are distributed worldwide through its own stores, its website (www.burberry.com) and its network of third party retailers. Burberry employs almost 11,000 people and its turnover for the 2015-2016 financial year stood at around GBP 2.5 billion.

In March 2017, GBL participated in the capital increase of Ontex that aims to refinance the company following the acquisition of the "hygienic consumables" activity of Hypermarcas. Following this operation, the holding percentage of GBL remains unchanged at 19.98%. Furthermore, the appointment of a GBL representative to the Board of Directors will be proposed to the General Shareholders' Meeting of Ontex of 24 May.

Sienna Capital

In February 2017, ECP III signed an agreement in relation to the disposal of its majority stake in Golden Goose, an Italian designer of contemporary footwear, clothing and accessories. This transaction, completed at the beginning of March 2017, generated a net consolidated capital gain on disposal of EUR 112 million (GBL's share).

In February 2017, Sagard 3 acquired a stake in Ipackchem, one of the global leaders in the manufacturing of "barrier" packaging, whose products are mainly used in the transport and storage of aromas, fragrances and agrochemical products for which permeability, contamination and evaporation constraints are critical.

In 2016, Kartesia launched a new investment fund (KCO IV) in which Sienna Capital is committed for EUR 150 million. The first closing took place on 22 February 2017. At 31 March 2017, the total fund commitment was EUR 457 million, with a final target of EUR 750 million between now and July 2017.

1.2. Financial position

Net cash increased from EUR 225 million at 31 December 2016 to EUR 489 million at 31 March 2017, this increase takes into account the proceeds of the disposal of the stake in Golden Goose and the dividends collected over the period.

Net cash (excluding treasury shares) breaks down as follows:

In EUR million	31 March 2017	31 December 2016	31 December 2015
Retail bonds	350	350	350
Drawdown under bank credit lines	-	-	200
ENGIE exchangeable bonds	-	306	1,000
GBL convertible bonds	450	450	450
Others	43	43	31
Gross debt	844	1,150	2,031
Gross cash (exluding treasury shares)	1,333	1,375	1,291
Net cash/(Net debt)	489	225	(740)

The weighted average maturity of the gross debt was 1.5 year at the end of March 2017 (1.3 year at the end of 2016 and 1.7 year at the end of 2015).

At 31 March 2017, confirmed credit lines stood at EUR 2,150 million and will mature in 2021 and 2022. They are entirely undrawn at 31 March 2017 (the undrawn amount amounting to EUR 2,150 million at 31 December 2016 and EUR 1,950 million at 31 December 2015).

The liquidity profile therefore stands at EUR 3,483 million, EUR 3,525 million and EUR 3,241 million at 31 March 2017, 31 December 2016 and 31 December 2015 respectively.

This position does not include the company's residual commitments towards Sienna Capital, which totalled EUR 577 million at the end of March 2017 (EUR 601 million at 31 December 2016).

Finally, at 31 March 2017, the 5,805,150 treasury shares1 represent 3.6% of the issued capital (3.7% at the end of 2016).

¹ Including 5 million treasury shares underlying GBL convertible bonds

1.3. GBL's adjusted net assets

At 31 March 2017, GBL's adjusted net assets totalled EUR 18.5 billion (EUR 114.84 per share) compared with EUR 17.0 billion (EUR 105.31 per share) at the end of 2016, i.e. an increase of 9.1% (EUR 9.53 per share). Relative to the share price of EUR 85.10, the discount was 25.9% at the end of March 2017, up compared with the end of 2016.

		31 March 2017		31 December 2016	31 December 2015
	% in capital	Share price1	(EUR million)	(EUR million)	(EUR million)
Strategic Investments			15,907	14,615	12,949
Imerys	53.6	79.57	3,410	3,088	2,761
LafargeHolcim	9.4	55.50	3,177	2,857	2,674
adidas	7.5	178.30	2,798	2,356	-
SGS	16.2	2,137	2,531	2,445	2,067
Pernod Ricard	7.5	110.90	2,206	2,048	2,093
Umicore	17.0	53.40	1,017	1,032	-
Total	0.7	47.42	768	789	2,463
ENGIE	-	-	-	-2	893
Incubator Investments			828	730	1,793
Ontex	19.98	30.10	495	423	181
Burberry	3.0	17.24	266	230	2
Other			67	77	-
adidas			-	-	890
Umicore			-	-	720
Sienna Capital			817	955	715
Portfolio			17,552	16,300	15,457
Treasury shares			489	467	471
Exchangeable/convertible bonds			(450)	(757)	(1,450)
Bank debt and retail bonds			(393)	(393)	(581)
Cash/quasi-cash/trading			1,333	1,375	1,291
Adjusted net assets (total)			18,530	16,992	15,188
Adjusted net assets (EUR p.s.)3			114.84	105.31	94.13
Share price (EUR p.s.)			85.10	79.72	78.83
Discount			25.9%	24.3%	16.3%

At 28 April 2017, the adjusted net assets per share stood at EUR 115.14, an increase of 0.3% compared to its level at the end of March 2017, reflecting a discount of 23.6% on the share price on that date (EUR 88.01).

¹ Closing share prices in EUR, except for SGS in CHF and Burberry in GBP

² The value of the investment in ENGIE (EUR 169 million for a stake of 0.6 % at 31 December 2016) was entirely included under the Cash/quasi-cash/trading item in the calculation of GBL's adjusted net assets. This value did not yet take into account the forward sales (4.5 million or 0.2% of the capital) concluded at 31 December 2016 and maturing in the first quarter of 2017 ³ Based on 161,358,287 shares

Portfolio

At 31 December 2016, the portfolio of GBL shown in the adjusted net assets amounts to EUR 16,300 million (EUR 15,457 million at 31 December 2015). The reconciliation of this item with the consolidated financial statements IFRS is shown below:

In EUR million	31 December 2016	31 December 2015
Portfolio value as presented in:
Adjusted net assets Segment information (Holding) - pages 92 and 93 of the	16,300	15,457
annual report 2016 (available-for-sale investments)	12,401	11,982
Reconciliation items	3,899	3,475
Fair value of Imerys, consolidated according to the method of global integration in IFRS Value of Sienna Capital, consolidated in the segment Sienna	3,088	2,761
Capital	955	715
Reclassification of ENGIE shares, included in gross cash in 2016 and shown under available-for-sale investments in IFRS	(145)	-
Others	1	(1)

Treasury shares

Treasury shares, evaluated at their historic value, are deducted from shareholders' equity in IFRS. Treasury shares shown in the adjusted net assets (EUR 467 million at 31 December 2016 and EUR 471 million at 31 December 2015) are evaluated according to the method specified in the glossary.

2. Consolidated results (economic presentation)

Unaudited		31 March 2016
In EUR million Group's share	Cash earnings	Mark to market and other non cash items	Operating companies (associates or consolidated) and Sienna Capital	Eliminations, capital gains, impairments and reversals	Consolidated Consolidated
Profit (loss) of associates and consolidated operating companies	-	-	40.7	-	40.7	41.1
Net dividends from investments	91.7	(8.9)	-	-	82.8	57.6
Interest income (expenses)	(4.9)	(1.2)	(0.8)	-	(6.9)	(11.0)
Other financial income (expenses)	2.1	9.6	-	-	11.7	62.1
Other operating income (expenses)	(5.9)	(2.5)	(4.8)	-	(13.2)	(9.0)
Gains (losses) from disposals, impairments and reversals of non current assets	-	-	110.1	8.2	118.3	(1,063.8)
Taxes	-	-	(0.5)	-	(0.5)	-
IFRS consolidated result (3 months 2017)	83.0	(3.0)	144.7	8.2	232.9
IFRS consolidated result (3 months 2016)	103.7	15.4	36.6	(1,078.7)		(923.0)

The consolidated net result (group's share), at 31 March 2017 stood at EUR 233 million, compared with EUR - 923 million at 31 March 2016.

This result was primarily impacted by:

• the net capital gain realised on the disposal of the stake in Golden Goose by ECP III for EUR 112 million;
• the net dividends from investments in the 2017 first quarter for EUR 83 million; and
• Imerys' contribution to the 2017 first quarter result for EUR 43 million.

2.1. Cash earnings (EUR 83 million compared with EUR 104 million)

In EUR million	31 March 2017	31 March 2016
Net dividends from investments	91.7	110.7
Interest income (expenses)	(4.9)	(7.4)
Other income (expenses):
• financial	2.1	8.8
• operating	(5.9)	(5.9)
Gains (losses) from disposals, impairments
and reversals of non-current assets	-	(2.5)
Total	83.0	103.7

Net dividends for the first quarter of 2017 (EUR 92 million) include the last interim dividend in relation to the 2016 financial year from Total (EUR 9 million) and the annual dividend from SGS (EUR 83 million).

Net interest expenses (EUR 5 million) mainly benefit from the partial repurchase of bonds exchangeable into ENGIE shares, with the consecutive cancellation of the repurchased bonds carried out during the 2016 financial year and from the repayment of residual bonds on 7 February 2017.

The reduction in other financial income and expenses arose from the lower trading results (EUR 4 million compared with EUR 10 million in the first quarter of 2016).

Other operating income and expenses stand at EUR - 6 million at the end of March 2017 and remain stable compared to the first quarter of 2016.

2.2. Mark to market and other non-cash (EUR - 3 million compared with EUR 15 million)

In EUR million	31 March 2017	31 March 2016
Net dividends from investments Interest income (expenses) Other financial income (expenses) Other operating income (expenses)	(8.9) (1.2) 9.6 (2.5)	(34.9) (2.5) 53.3 0.2
Gains (losses) from disposals, impairments and reversals of non-current assets Total	- (3.0)	(0.7) 15.4

Net dividends from investments include the reversal of Total's interim dividend, which had been recognised under this heading at the end of 2016.

Interest income (expenses) include the impact of the valuation at amortised cost of the bonds exchangeable into ENGIE shares and the bonds convertible into GBL shares (EUR - 1 million).

Furthermore, the item "Other financial income and expenses" includes the mark to market of the trading portfolio and derivative instruments (EUR 13 million in March 2017 compared with EUR – 18 million in 2016), as well as the derivative component embedded in the exchangeable and convertible bonds (EUR - 3 million compared with EUR 71 million in 2016). This non-monetary loss of EUR 3 million includes the change in the value of the call options on underlying securities implicitly contained in the bonds convertible into GBL shares issued in 2013. In 2017, the change in value of these derivative instruments is primarily driven by the change, since 1 January 2017, in the GBL share stock market price.

The result at 31 March 2017 illustrates, as mentioned in previous closings, the accounting asymmetry and volatility of periodic results, which will persist throughout the lifetime of the convertible bonds.

2.3. Operating companies (associates or consolidated) and Sienna Capital (EUR 145 million compared with EUR 37 million)

In EUR million	31 March 2017	31 March 2016
Profit (loss) of associates and consolidated operating companies Interest income (expenses) Other operating income (expenses)	40.7 (0.8) (4.8)	41.1 (1.1) (3.3)
Gains (losses) from disposals, impairments and reversals of non-current assets Taxes	110.1 (0.5)	(0.1) -
Total	144.7	36.6

Net profit (loss) of associates and consolidated operating companies amounts to EUR 41 million, compared with EUR 41 million in 2016.

In EUR million	31 March 2017	31 March 2016
Imerys	42.7	39.4
Sienna Capital - ECP I & II - Operating subsidiaries of ECP III	(2.0) (0.6) (3.2)	1.7 (0.6) (3.2)
- Kartesia Mérieux Participations II -	1.9 (0.1)	5.6 (0.1)
Total	40.7	41.1

Imerys (EUR 43 million compared with EUR 39 million)

Net income from current operations increased by 3.1% to EUR 85 million in the first quarter of 2017 (EUR 83 million in the first quarter of 2016) as a result of the improved current operating income, which was EUR 147 million (EUR 135 million at 31 March 2016). The net income, group's share, amounted to EUR 79 million in the first quarter of 2017 (EUR 72 million in the first quarter of 2016).

Imerys contributed EUR 43 million to GBL's result in 2017 (EUR 39 million in 2016), reflecting the consolidation rate for Imerys of 54.2% in 2017 (54.4% in 2016).

The press release relating to the Imerys group's results for the first quarter of 2017 is available at www.imerys.com.

Sienna Capital (EUR - 2 million compared with EUR 2 million)

Sienna Capital contributed EUR - 2 million to GBL's result at 31 March 2017, compared with EUR 2 million a year earlier. This result was impacted by the smaller contribution from Kartesia (EUR 2 million in 2017 compared with EUR 6 million in 2016).

Gains (losses) from disposals, impairments and reversals of non-current assets mainly include the net capital gain on the disposal of Golden Goose by ECP III (EUR 112 million).

2.4. Eliminations, capital gains, impairments and reversals

(EUR 8 million compared with EUR - 1,079 million)

In EUR million	31 March 2017	31 March 2016
Elimination of dividends	-	(18.2) (Sienna Capital)
Capital gains on disposals	8.2 (Others)	428.1 (Total)
Impairment losses on AFS investments and reversals of non-current assets	-	(1,488.6) (LafargeHolcim, ENGIE, others)
Total	8.2	(1,078.7)

In 2017, eliminations, capital gains, impairments and reversals are not significant.

In 2016, this item included, among other things, the following exceptional elements:

Elimination of dividends

Net dividends from operating investments (associates or consolidated) were eliminated and, in 2016, represented EUR 18 million from ECP II.

Capital gains from disposals

At 31 March 2016, this heading included the result of the disposal of 1.1% of Total's capital for EUR 428 million.

Impairment losses on AFS investments and others

At 31 March 2016, this item included mainly:

• an impairment of EUR 1,443 million on the LafargeHolcim investment, adjusting the book value of these securities (EUR 66.49 per share) to their market value at 31 March 2016 (EUR 41.28 per share); and
• an additional impairment of EUR 44 million, accounted for the ENGIE investment, adjusting the book value of these securities (EUR 14.44 per share at end December 2015) to their market value at 31 March 2016 (EUR 13.64 per share).

These impairments, of an accounting nature, had no effect on cash earnings or the adjusted net assets.

3. Consolidated results (IFRS presentation)

The following table presents GBL's IFRS income statement broken down into three segments:

• Holding: comprising the GBL parent company and its subsidiaries. Its main activity is to manage investments as well as the non-consolidated operating companies and associates.
• Imerys: comprising the Imerys group, a French group listed on Euronext Paris, which holds leading positions in each of its four businesses (Energy Solutions & Specialties, Filtration & Performance Additives, Ceramic Materials, High Resistance Minerals).
• Sienna Capital: includes firstly, under investment activities, the companies Sienna Capital, ECP, ECP II and III, Sagard, Sagard II and 3, PrimeStone, BDT Capital Partners II, Kartesia and Mérieux Participations I and II, and secondly, under consolidated operating activities, the operating subsidiaries of ECP III (sub-groups ELITech, Benito, Sausalitos, Golden Goose, etc.)

	2017				2016
In EUR million - at 31 March	Holding	Imerys	Sienna Capital	Total
Share of profit (loss) of associates Net dividends from investments	- 82.8	- -	1.2 -	1.2 82.8	4.9 57.6
Other operating income (expenses) from investing activities	(8.4)	-	(5.0)	(13.4)	(9.0)
Gains (losses) from disposals, impairments and reversals of non-current assets Financial income (expenses) from investing	8.2	-	122.6	130.8	(1,063.8)
activities	5.6	-	(0.8)	4.8	51.1
Profit (loss) from investing activities	88.2	-	118.0	206.2	(959.2)
Turnover	-	1,113.2	71.5	1,184.7	1,115.1
Raw materials and consumables Employee expenses Depreciation on tangible and intangible	- -	(363.2) (236.1)	(19.6) (33.5)	(382.8) (269.6)	(365.8) (239.6)
assets Other operating income (expenses) from	-	(59.6)	(6.4)	(66.0)	(62.6)
operating activities Gains (losses) from disposals, impairments and reversals of non-current assets from	-	(314.8)	(15.8)	(330.6)	(322.9)
operating activities Financial income (expenses) from	-	(0.6)	-	(0.6)	0.2
operating activities	-	(25.9)	(4.3)	(30.2)	(19.8)
Profit (loss) from consolidated
operating activities	-	113.0	(8.1)	104.9	104.6
Income taxes	-	(33.9)	(1.8)	(35.7)	(36.5)
Consolidated profit (loss) for the period	88.2	79.1	108.1	275.4	(891.1)
Attributable to the group	88.2	42.7	102.0	232.9	(923.0)
Attributable to non-controlling interests Consolidated profit per share for the period	-	36.4	6.1	42.5	31.9
Basic Diluted				1.50 1.45	(5.94) (5.94)

4. Subsequent events

On 12 April 2017, GBL announced the acquisition of a 15.0% stake in the capital of Parques Reunidos Servicios Centrales, S.A. (« Parques »), representing an investment of EUR 208 million. Parques is a major leisure park operator in Europe, North America and Asia. Listed on the Madrid stock exchange, Parques generated a turnover of EUR 584 million in 2016. The acquisition was financed using part of the available cash of GBL. On 25 April 2017, Parques appointed a representative of GBL to its Board of Directors.

5. Outlook for 2017

The first quarter is traditionally less representative in terms of cash earnings since a significant part of dividends are recognised in the second and third quarters.

Following the sale of Total and ENGIE shares, which provide a high dividend yield, GBL's cash earnings will be negatively impacted in 2017. However, the proceeds of those sales are intended to be reinvested, which will contribute, gradually, to cash earnings, based on the rhythm of reinvestments and their yield.

In this context, and in the absence of major events, GBL expects to pay a 2017 dividend that is at least equivalent to that relating to the 2016 financial year.

The gross dividend of EUR 2.93 per share for the 2016 financial year is paid out on 4 May 2017. The results at 30 June and 30 September 2017 will be published on 31 July and 2 November 2017 respectively.

For further information, please contact:

Chief Financial Officer Investor Relations Tel.: +32 2 289 17 51 Tel.: +32 2 289 17 71 wblomme@gbl.be hdhaese@gbl.be

William Blomme Hans D'Haese