DERICHEBOURG - Universal registration document 2018-2019

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Financial statements Parent company financial statements as at September 30, 2019 Highlights of the fiscal year

Highlights of the fiscal year 1.

Ambiente, the buyer of San Germano and CMT. The Group disputed both the amount of the proposed earnout and the determination of the claim amount. The Group recognized an earnout of €(3) million, in respect of the loss made between the reference date (September 30, 2017) and the closing date (January 30, 2019). It did not contest this amount. Sale of the Group’s operations in Morocco p In line with its strategy of ongoing growth in the European market, in September 2019, Derichebourg sold to its partner the 51% stake it held in Derichebourg A&D Développement, the holding company for all household waste collection and service activities in Morocco. Derichebourg is very proud of having provided its technical expertise in the services it provided, with its local partner, to the residents of the country’s main communities, within the framework of the environment improvement policy implemented by the Kingdom of Morocco. The Derichebourg Group is confident in the quality of the team put in place to maintain a high service level and continue the development initiated. Overall, the 2019 earnings from the Moroccan operations and the proceeds of their sale have had little impact on the Group’s pre-tax profit. For the fiscal year ended September 30, 2018, the contribution of these operations had amounted to 2% of the Derichebourg Group’s revenue, 4% of its recurring Ebitda and 12% of its external debt. Disposal of the nuclear engineering business after the reporting date p On October 1, 2019, Derichebourg Multiservices Holding sold its shares in Derichebourg Services & Ingénierie Nucléaire to a nuclear services and works player. For a number of months, the company had been encountering technical difficulties which it could not overcome in several projects. For the fiscal year, the company earned revenue of €1 million. Taking into account the reassessment of the project results for the fiscal year and the penalties incurred for late delivery, the company’s contribution to operating income (loss) amounted to €(8.7) million, of which €(5.0) million for non-recurring items. The financial consequences of this sale were recognized in the fiscal year ended September 30, 2019.

1.1

Material events occurring

over the fiscal year Signing of an agreement for the acquisition of the Lyrsa Group p On September 19, 2019, Derichebourg Environnement signed an agreement with Layro for the acquisition of the Lyrsa Group, the Spanish leader in metal waste recycling. The completion of this acquisition is subject to the fulfillment of conditions precedent, including the review of the transaction by the Spanish merger control authorities. In Spain, Derichebourg’s share of metal waste recycling market is currently very small. The acquisition agreements provides for the acquisition of Layro's interests in Lyrsa, Archamesa and Redisa, as well as the possibility for those companies’ minority shareholders to tender their shares. In 2018, the Lyrsa Group’s operations covered by this planned acquisition posted revenue of €427 million. The group processes nearly 1 million metric tons of metal waste per year, including around 160,000 metric tons of non-ferrous metals. The group has around 600 employees. Lyrsa was founded in 1939. It operates 18 recycling centers (17 in Spain and 1 in Portugal). The company is the leading independent Spanish player in the recycling of metal waste. It operates three shredders (including one which has been jointly owned with the Derichebourg Group for 27 years), a sorting center for the metals derived from the shredding process, an aluminum refinery and a lead refinery. If the conditions precedent are fulfilled, the acquisition should be completed by the end of 2019. The Derichebourg Group intends to finance this acquisition with its available cash and existing credit lines. Sale of San Germano and CMT p On January 30, 2019, Derichebourg Environnement sold its household waste collection, urban cleaning and waste processing businesses in Italy to Iren Ambiente. The disposal was carried out through the companies San Germano and CMT. San Germano is a leading private player providing household waste collection and urban cleaning services for public authorities in the Piedmont, Lombardy and Sardinia regions, thanks to a network of around 20 agencies. CMT collects and treats paper, cardboard and plastics on 6 sites located in the Piedmont region and Sardinia. The contribution of these businesses to consolidated revenue for the 2017/2018 fiscal year amounted to €61 million (2.1% of total revenue). They employ around 900 people. On April 24, 2019, the Group received an earnout proposal (€(10) million) as well as a claim in the amount of €5 million from Iren

1.2

Events between the closing date

and approval of the financial statements As indicated in 1.1, on October 1, 2019, Derichebourg Multiservices Holding sold its shares in Derichebourg Services & Ingénierie Nucléaire to a company specialized in nuclear works and services.

DERICHEBOURG p 2018/2019 Universal Registration Document 177