SIMPLIFIED TENDER OFFER FOR 12,500,000 SHARES IN THE CONTEXT OF THE SHARE BUY-BACK PROGRAM OF THE COMPANY PRESENTED BY

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1 FREE TRANSLATION FROM FRENCH FOR INFORMATION PURPOSES ONLY This Offer and this draft Offer document remain subject to the review of the AMF SIMPLIFIED TENDER OFFER FOR 12,500,000 SHARES IN THE CONTEXT OF THE SHARE BUY-BACK PROGRAM OF THE COMPANY PRESENTED BY JCDECAUX SA DRAFT OFFER DOCUMENT (PROJET DE NOTE D INFORMATION ETABLI PAR JCDECAUX SA) OFFER PRICE 40 per JCDecaux SA share OFFER PERIOD The calendar shall be determined by the Autorité des marchés financiers (the «AMF») pursuant to its general regulations. This offer document was filed with the AMF on May 27, 2015, in accordance with the provisions of articles , and of its general regulations. THIS OFFER AND THE DRAFT OFFER DOCUMENT REMAIN SUBJECT TO THE REVIEW OF THE AMF This document is an unofficial English-language translation of the draft offer document (projet de note d information) prepared and filed with the AMF on May 27, 2015, in accordance with the provisions of articles , and of its general regulations. In the event of any differences between this unofficial English-language translation and the official French document, the official French document shall prevail. This draft offer document is available on the website of JCDecaux SA ( and on the website of the AMF ( and is available free of charge upon request at : JCDecaux SA 17 rue Soyer Neuilly-sur-Seine France Goldman Sachs International c/o Goldman Sachs Paris Inc. et Cie 5, avenue Kleber Paris France 1 [PARIS _4]

2 This Offer and this draft Offer document remain subject to the review of the AMF In accordance with article of the AMF general regulations, information relating in particular to the legal, financial and accounting aspects of JCDecaux SA will be made available to the public in the same manner as mentioned above, no later than the day preceding the opening of the simplified tender offer. [PARIS _4] 2

3 This Offer and this draft Offer document remain subject to the review of the AMF TABLE OF CONTENT 1 PRESENTATION OF THE OFFER Reasons for the Offer and intentions of the Company Reasons for the Offer Company s intentions for the next twelve months Characteristics of the Offer Legal context of the Offer Terms and conditions of the Offer Number and type of shares targeted by the Offer Situation of holders of stock options and free shares Terms of the Offer Reduction mechanism in the context of the Offer Procedure for tendering shares to the Offer Centralization of tenders Publication of the Results of the Offer and settlement Indicative Timetable Intention of the Company shareholders Agreements that may have a significant impact on the Offer Elements that may have an impact in case of a tender offer Restriction applicable to the Offer outside France Tax regime of the Offer Financing and related costs of the Offer Related costs of the Offer Means of financing the Offer Impact of the Offer on shareholding, accounts and market capitalization of the Company Impact on the share capital and the voting rights Impact on accounts Impact on market capitalization ASSESSMENT OF THE OFFER PRICE Methodologies retained Financial data used in the evaluation Summary of elements for offer price evaluation REASONED OPINION OF THE SUPERVISORY BOARD (CONSEIL DE SURVEILLANCE) REPORT OF THE INDEPENDENT EXPERT PERSONS RESPONSIBLE FOR THE OFFER DOCUMENT [PARIS _4] 3

4 This Offer and this draft Offer document remain subject to examination by the AMF 1 PRESENTATION OF THE OFFER The Executive Board (Directoire) of JCDecaux SA, société anonyme with a share capital of 3,414,058.71, having its registered office at 17 rue Soyer, Neuilly-sur-Seine, registered with the Company Registry of Nanterre under the identification number ( JCDecaux or the Company ), decided, in accordance with the authorization to trade in its own shares conferred on it by the fifteenth resolution of the combined general meeting of the shareholders on May 13 th, 2015 within the limit of 10% of the share capital, in accordance with article L of the French Commercial Code, to offer to the shareholders of JCDecaux to buy-back their shares, in the context of the share buy-back program authorized by such general meeting of the shareholders, in the form of a simplified tender offer (the Offer ). This Offer is implemented in accordance with the provisions of article of the AMF general regulations. JCDecaux shares are traded on the Compartiment A of the Euronext Paris market ( Euronext Paris ) under ISIN Code FR The description of the share buy-back program provided for in article of the AMF general regulations is included within the 2014 Reference Document of the Company filed with the AMF on April 22, 2015, and registered under the number D , available on the website of the Company ( The Offer is made for a maximum of 12,500,000 shares representing 5,57% of the share capital of the Company as of April 30, 2015, for a price of EUR40 per share of the Company. If the full number of shares subject to the Offer are tendered, the total consideration will be 500 million. The shares bought back in the context of the Offer shall be cancelled upon decision of the Executive Board in accordance with the share buy-back program and with the authorization conferred upon it by the twenty-fifth resolution of the shareholders combined general meeting of May 13, In accordance with the provisions of article of the AMF general regulations, on May 27, 2015, Goldman Sachs International ( Goldman Sachs ), as presenting bank of the Offer, filed the Offer and this draft Offer document with the AMF on behalf of the Company. In accordance with the provisions of article of the AMF general regulations, Goldman Sachs guarantees the content and irrevocable nature of the undertakings made by the Company in connection with the Offer. 1.1 Reasons for the Offer and intentions of the Company Reasons for the Offer Given the strong operating and financial performance of JCDecaux and its subsidiaries (the Group ) resulting in a reduction of its debt, with a net positive cash position of 83.5 million on December 31, 2014, the Executive Board (Directoire) decided to optimize the financial structure of the Group by carrying out the Offer. In accordance with the objectives of the share buy-back program authorized by the shareholders combined general meeting of May 13, 2015, and in accordance with the authorization conferred on the Executive Board (Directoire) by the general meeting, the shares of the Company acquired in the context of the Offer will be immediately cancelled upon decision of the Executive Board (Directoire). 4

5 This Offer and this draft Offer document remain subject to the review of the AMF Company s intentions for the next twelve months Strategy and industrial, commercial and financial policy JCDecaux intends to continue its activity according to the current strategy. The Offer will have no impact on its industrial, commercial and financial policy Composition of the management bodies of the Company The Offer will not result in any changes to the existing management bodies and the Executive Board (Directoire) of JCDecaux Employment matters The Offer will have no impact on employment matters of JCDecaux By-laws of the Company No changes to the by-laws of the Company are expected in relation with the Offer, with the exception of the modifications required to reflect the cancellation of the shares bought back in the context of the Offer Intention concerning the listing of the Company s shares as a result of the offer The Offer will have no impact on the listing of JCDecaux shares on Euronext Paris Benefits from the Offer for the Company and its shareholders The Offer, entirely in cash, allows the shareholders of JCDecaux to benefit from an immediate partial liquidity of their shares at a very attractive price. In the context of the Offer, the Company proposes to the shareholders a premium of 21.8% to the closing stock price on March 4, 2015, the day before the announcement of the transaction on March 5, 2015, and a premium of 22.7% to the weighted average trading price for the one-month period before that date. The Offer allows the Company to optimize its financial structure, as explained in section of this draft Offer document Dividends distribution policy The Offer will not change the dividends distribution policy of JCDecaux Synergies, economical gains and prospects for merger The Offer is not part of any merger process with other companies. 1.2 Characteristics of the Offer Legal context of the Offer The Offer was decided by the Executive Board (Directoire) of the Company during its meeting on May 26, The Offer is the implementation of the share buy-back program which was authorized by the shareholders combined general meeting of the Company on May 13, 2015, in accordance with the provisions of article L of the French Commercial Code, in its fifteenth ordinary resolution as follows: [PARIS _4] 5

6 This Offer and this draft Offer document remain subject to the review of the AMF «Fifteenth resolution (Authorization to be given to the Executive Board (Directoire) in order to trade in the shares of the Company). The General Meeting, under the conditions required by ordinary general meetings as to quorum and majority, having heard the Executive Board (Directoire) s report and in accordance with the provisions of articles L et seq. of the French Commercial Code, 1. Authorizes the Executive Board (Directoire), and any duly authorized representative of the Executive Board (Directoire) in accordance with the law and any other applicable provision, to purchase or arrange for the purchase of shares of the Company, especially in order to: implement any stock options plan on the shares of the Company in the context of the provisions of articles L et seq. of the French Commercial Code or any other similar plan; or grant or sell shares to employees on the basis of their participation to the results of the Company s expansion or the implementation of any company or group saving plan (or any other plan treated as such) in accordance with the law and especially articles L et seq. of the French Labor Code; or grant free shares pursuant to articles L et seq. of the French Commercial Code; or generally, fulfill any obligation regarding stock options programs or other share allocations to the employees or managers of the issuer or related company; or deliver shares in the context of the exercise of rights attached to securities giving access to equity shares by reimbursement, conversion, exchange, presentation of a coupon or any other manner; or cancel all or part of the shares bought back, as provided in the law, in accordance with the authorization granted by this General Meeting in its twenty-fifth resolution; or retain and subsequently deliver shares (as exchange, payment or other) in the context of external growth transactions, mergers, spin-offs or contribution; or allow an investment services provider to animate the secondary market and the liquidity of the JCDecaux SA shares pursuant to a liquidity contract established in accordance with the code of conduct of the Autorité des Marchés Financiers; 2. Decides that this program also aims at allowing the Company to implement any market practice that would be authorized by the Autorité des Marchés Financiers, and more generally to act in any other way that is or would be permitted by the applicable law or regulation. In such event, the Company will inform its shareholders through a press release; 3. Decides that the Company may purchase such a number of shares that at the date of each purchase, the total number of shares owned by the Company since the beginning of the buyback program (including those being part of said buy-back) does not exceed 10% of the Company s issued capital at this date, this percentage being applied to a capital adjusted in accordance with any transaction impacting it after this General Meeting (meaning, for information purpose, a maximum buy-back of 22,393,433 shares on December 31, 2014); it being understood that (i) the amount of shares purchased to be retained and subsequently delivered in the context of external growth transactions, mergers, spin-offs or contribution may not exceed 5% of its share capital, and that (ii) whenever the shares are bought back to favor liquidity under the conditions stated by the general regulations of the Autorité des [PARIS _4] 6

7 This Offer and this draft Offer document remain subject to the review of the AMF Marchés Financiers, the number of shares taken into account for the calculation of the abovementioned 10% limit corresponds to the number of shares purchased, after deduction of the number of shares sold back during the duration of the authorization; 4. Decides that the shares may be purchased, sold or transferred at any time, including during a tender offer, within the limits allowed by the applicable law and regulations and by any mean, on regulated markets, multilateral trading systems, via systematic internalizers or by mutual agreement, including by block purchases or sales (without limiting the part of the buyback program that may be performed by this mean), by tender offer or exchange offer, or by using options or other forward financial instruments traded on regulated markets, multilateral trading systems, via systematic internalizers or by mutual agreement or by delivery of shares subsequent to the issuance of securities giving access to the share capital of the Company by conversion, exchange, reimbursement, exercise of a coupon or by any other way, either directly or indirectly via and investment services provider; 5. Sets (i) the maximum purchase price for the shares in the context of this resolution at 50 per share, excluding purchase expenses (or the equivalent value of this amount at the same date in any other currency), and (ii) in accordance with the provisions of article R of the French Commercial Code, the maximum total amount spent on the buy-back program hereby authorized at 1,119,671,650, corresponding to a maximum number of 22,393,433 shares purchased on the basis of a maximum price per share of 50 authorized here-above. 6. Delegates to the Executive Board (Directoire), with authority to sub-delegate in accordance with the law, in the event of transactions on the share capital, especially modification of the par value of the share, of share capital increase through the incorporation of reserves, of free shares allotment, of stock split or consolidation, of distribution of reserves or any other asset, of capital amortization, or any other operation on the equity, the power to adjust the abovementioned maximum purchase price in order to take into account the impact of those transactions on the value of the share; 7. Gives full power to the Executive Board (Directoire), with authority to sub-delegate in accordance with the law, to decide and carry out this authorization, to specify, if necessary, its terms and to determine its modalities, to perform the buy-back program, and especially to place any market order, enter into any agreement, allocate or reallocate the purchased shares to the objectives in accordance with the applicable law and regulations, to set the conditions and modalities according to which will be preserved, if necessary, the rights of the holders of securities or options, in accordance with the legal, regulatory or contractual provisions, file any declaration with the Autorité des Marchés Financiers and with any other relevant authority and any other formality and, generally, to act as necessary; 8. Sets at eighteen months, starting from the date of this General Meeting, the validity period of this authorization and formally acknowledges that it renders ineffective, from the same date, up to the party not yet used, if any, any prior authorization with the same purpose; 9. Reminds that, in accordance with the provisions of the first paragraph of article L of the French Commercial Code, the works council of the Company will be informed of this authorization. In its twenty-fifth extraordinary resolution, the shareholders combined general meeting of May 13, 2015, based on the auditors special report, authorized the Executive Board (Directoire) to cancel the treasury shares owned as a result of the buy-back program as follows: [PARIS _4] 7

8 This Offer and this draft Offer document remain subject to the review of the AMF Twenty-fifth resolution (Authorization to be given to the Executive Board (Directoire) to decrease the share capital by cancelling the treasury shares). The Executive Board (Directoire), under the conditions required by extraordinary general meetings as to quorum and majority, having heard the report of the Executive Board (Directoire) and the special report of the Auditors, 1. Authorizes the Executive Board (Directoire) to decrease the share capital, on one or more occasions, in the proportions and at the times it sees fit, by cancelling any amount of treasury shares it sees fit within the limits authorized by the law, in accordance with the provisions of articles L et seq. of the French Commercial Code: 2. Decides that at the date of each cancellation, the maximum number of shares cancelled by the Company during the twenty-four month period prior to said cancellation, including the shares to be cancelled by said cancellation, may not exceed ten percent (10%) of the shares in the share capital of the Company at this date, meaning, for information purpose, on December 31 st, 2014, a maximum of 22,393,433 shares; It being understood that this limit applies to an amount of the Company s share capital that will be, if necessary, adjusted to take into account the transactions impacting the share capital after this General Meeting; 3. Gives full power to the Executive Board (Directoire), with authority to sub-delegate in accordance with the law, to carry out the cancellation(s) and share capital decrease(s) that may be carried out pursuant to this authorization, amend the by-laws accordingly and complete all formalities; 4. Sets at eighteen months, from the date of this General Meeting, and formally acknowledges that it renders ineffective, from the same date, up to the part not used yet, if any, any prior authorization with the same purpose. As of the filing date of this draft Offer document, no transaction has been carried out in the context of the share buy-back program. At its meeting of March 26, 2015, the Supervisory Board (Conseil de Surveillance) decided to appoint the firm Finexsi as independent expect pursuant to the provisions of article of the AMF general regulations, to opine on the fairness of the Offer price and the conditions of the Offer Terms and conditions of the Offer Pursuant to the provisions of article of the AMF general regulations, Goldman Sachs, as presenting bank of the Offer, filed the Offer and the draft Offer document with the AMF on May 27, In accordance with the provisions of article of the AMF general regulations, Goldman Sachs guarantees the terms and irrevocable nature of the undertakings taken by the Company. This Offer and this draft Offer document remain subject to the review of the AMF. The Company irrevocably offers to the shareholders of JCDecaux to acquire a maximum of 12,500,000 shares at a price per share of Number and type of shares targeted by the Offer The Offer is made for a maximum of 12,500,000 shares, representing 5.57% of the share capital of the Company as of April 30, [PARIS _4] 8

9 This Offer and this draft Offer document remain subject to the review of the AMF Situation of holders of stock options and free shares Situation of holders of stock options Holders of stock options granted by JCDecaux under plans authorized by the extraordinary general meetings of 2009, 2011 and 2013 may tender to the Offer the shares they will hold following the exercise of stock options, provided that they exercised such stock options and sent all the required information to HSBC, the financial intermediary appointed by the Company to manage its stock options programs, no later than 12 p.m. on July 8, 2015, and that the shares resulting from the exercise of such stock options are tradable pursuant to such stock options plans. The terms and conditions of the plan applicable to stock options granted in February 2012 provides, for French tax residents, that the shares resulting from the exercise of stock options are, except otherwise provided, non-tradable for a four-year period from the date of grant. The table below summarizes the main characteristics of the stock option plans as of April 30, Dates of extraordinary shareholders meetings authorizing the stock option plans Date of option grants and number of options granted by date of grant Number of shares subscribed as of April 30, 2015 * Number of options cancelled or become null and void as of April 30, 2015 * 05/13/ /11/ /15/ /01/2010 : 76,039 options 02/17/2011 : 934,802 options 02/21/2012 : 1,144,734 options 02/17/2014 : 780,392 options 02/16/2015 : 546,304 options 548, ,488 2, , ,477 35,939 Options remaining as of April 30, 2015 * 333, ,769 1,288,346 Expiry date 7 years from the date of grant 7 years from the date of grant 7 years from the date of grant 12/01/2010 : Exercise price for options granted 02/17/2011 : * these information are to the knowledge of the Company as of April 30, /21/2012 : /17/2014 : /16/2015 : With the exception of circumstance such as death or invalidity, stock options granted on February 16, 2015, cannot be exercised before the end of the Offer acceptance period and may not be tendered to the Offer. Holders of stock options that will not exercise their options in such time as to allow them to tender the shares before the end of the Offer acceptance period will benefit from an adjustment of the number of shares to which these options give right, in accordance with the provisions of article R of the French Commercial Code. [PARIS _4] 9

10 This Offer and this draft Offer document remain subject to the review of the AMF Situation of holders of free shares At the date of this draft Offer document, there are no free shares (actions gratuites) in vesting or holding period Terms of the Offer The Offer and the draft Offer document was filed with the AMF on May 27, A notice of filing has been published by the AMF on its website ( In accordance with the provisions of article of the AMF general regulations, the draft Offer document filed with the AMF is available free of charge at the registered office of the Company and of Goldman Sachs, c/o Goldman Sachs Paris Inc. et Cie, 5 avenue Kleber, Paris and on the website of JCDecaux ( as well as on the website of the AMF ( A press release including the main elements of the draft Offer document has been disseminated by the Company on May 27, This Offer and this draft Offer document remain subject to the review of the AMF. The AMF will publish on its website a formal clearance decision relating to the Offer, after having assured itself of the compliance of the Offer with the applicable legal and regulatory provisions. This clearance decision will include the visa for the Offer document. The Offer document having received the visa of the AMF and the information relating in particular to the legal, financial and accounting aspects of the Company will be, in compliance with article of the AMF general regulations, available free of charge from the Company or Goldman Sachs, c/o Goldman Sachs Paris Inc. et Cie, 5 avenue Kleber, Paris, no later than the day preceding the opening of the Offer. These documents will also be available on the website of JCDecaux ( and on the website of the AMF ( A press release setting forth the means by which these documents will be made available to the public will be disseminated no later than the day preceding the opening of the Offer. Prior to the opening of the Offer acceptance period, the AMF will publish a notice announcing the opening and the timetable of the Offer, and Euronext Paris will publish a notice announcing the terms and the timetable of the Offer. Under these terms, the Offer will be open for 20 trading days. An indicative timetable is included below in section below Reduction mechanism in the context of the Offer If the number of shares tendered to the Offer exceeds a maximum of 12,500,000 shares that the Company irrevocably offers to acquire, the rules of reduction specific to the simplified tender offer pursuant to article of the AMF general regulations will be applicable and, for each shareholder responding to the Offer, a reduction to its request will be applied in proportion to the number of shares tendered to the Offer. The Shares that will not be accepted in the context of the Offer due to this proportional reduction mechanism will be returned to their holders. For purposes of the provisions above, the number of shares tendered to the Offer will be rounded, if applicable, to the immediately lower whole number. [PARIS _4] 10

11 This Offer and this draft Offer document remain subject to the review of the AMF Procedure for tendering shares to the Offer The shares tendered to the Offer must be freely tradable and free of all lien, pledge or other form of security or restriction of any kind whatsoever which may limit the free transfer of ownership. The Company reserves the right to reject any share tendered which does not comply with this condition. The shareholders of the Company whose shares are registered with a financial intermediary (credit institution, investment company, etc.) and who wish to tender their shares to the Offer shall provide, no later than the end of the Offer acceptance period, an instruction to their financial intermediary to tender their shares to the Offer, which is in conformity with the model which will be made available to them by the intermediary. No fees will be paid by the Company to the financial intermediaries through which the shareholders will tender their shares to the Offer. Shareholders whose shares are registered under the pure registered form ( nominatif pur ) in the register of the Company will need to request their conversion to the administered registered form ( nominatif administré ) to tender their shares to the Offer, unless they previously their conversion to bearer form ( porteur ). The Company draws shareholders attention to the fact that shareholders who would explicitly request the conversion to bearer form will lose advantages attached to the registered form for the shares that would not be accepted pursuant to the above-mentioned rules of reduction Centralization of tenders Each financial intermediary and the institution holding the register for registered shares of the Company will, at the date indicated in Euronext Paris notice, transfer to Euronext the Company s shares for which they have received an instruction to tender to the Offer. After receipt by Euronext Paris of all orders for tendering to the Offer in the conditions described above, Euronext Paris will centralize all of the orders and determine the results of the Offer Publication of the Results of the Offer and settlement The AMF will announce the results of the Offer no later than nine (9) trading days after the end of the Offer acceptance period and Euronext Paris will indicate in a notice the date and conditions of the shares and cash settlement of the Offer. No interest will be due for the period from the tender of the shares to the Offer until the date of settlement of the Offer. On the date of settlement, the Company shall credit Euronext Paris with the funds corresponding to the settlement of the Offer. At this date, the shares tendered to the Offer and all the rights attached will be transferred to the Company. Euronext Paris will carry out the cash contribution to the intermediaries through which the shares were tendered to the Offer from the date of the settlement Indicative Timetable Prior to the opening of the Offer acceptance period, the AMF will publish a notice announcing the opening and the timetable (avis d ouverture et de calendrier), and Euronext Paris will publish a notice announcing the terms and the timetable of the Offer. An indicative timetable is proposed below: [PARIS _4] 11

12 This Offer and this draft Offer document remain subject to the review of the AMF May [27], 2015 Filing of the draft Offer with the AMF, and of the draft Offer document of the Company; making the Offer document of the Company available to the public and publishing it on the AMF website ( Dissemination of a press release informing these information have been made available June [9], 2015 June [10], 2015 AMF clearance decision affixing visa on the Offer document of the Company Making available to the public and publishing on the AMF website of (i) the Offer document of the Company and (ii) the other information document relating to the legal, financial and accounting characteristics of the Company Dissemination of a press release informing of (i) the availability of the Offer document of the Company and (ii) of the other information document relating to the legal, financial and accounting aspects of the Company June [11] 2015 July [8], 2015 July[15], 2015 July[17], 2015 Opening of the Offer acceptance period End of the Offer acceptance period Publication by the AMF of the final result of the Offer Settlement of the Offer with Euronext Paris Intention of the Company shareholders Intention of JCDecaux Holding and the persons acting in concert with it JCDecaux Holding, société par actions simplifiée, with a share capital of 29,522,627.50, having its registered office at 17, rue Soyer, Neuilly-sur-Seine, registered with the Company Registry of Nanterre under number , owns 64.34% of the share capital of the Company as of April 30, 2015 and is its main shareholder. The company JCDecaux Holding, wholly owned by the Decaux family, stated that it will tender to the Offer all the JCDecaux shares it owns (representing 64.34% of the share capital of the Company). The number of its shares tendered to the Offer will be reduced on an equal basis pro rata to the shares tendered by all other shareholders. Messrs. Jean-Claude Decaux, Jean-François Decaux, Jean-Charles Decaux, and Jean-Sébastien Decaux and Mrs. Danielle Decaux, acting in concert with JCDecaux Holding 1, stated that they will also tender all of their JCDecaux shares to the Offer Intention of the Supervisory Board (Conseil de Surveillance) members Mr. Michel Bleitrach, Mrs. Alexia Decaux-Lefort, Mr. Pierre Mutz, Mr. Xavier de Sarrau, Mr. Pierre- Alain Pariente and Mr. Maurice Ducrocq have stated that they intend to tender to the Offer their shares in excess of the minimum holding required under the internal rules of the Supervisory Board 1 See AMF notice number 215C0328 date March 18, 2015 [PARIS _4] 12

13 This Offer and this draft Offer document remain subject to the review of the AMF (i.e., 1,000 shares), if any. Mr. Jean-Pierre Decaux and Mrs. Monique Cohen have stated that they do not intend to tender their shares to the Offer. Mr. Gérard Degonse has not indicated its intents Agreements that may have a significant impact on the Offer To the knowledge of the Company, no agreement may have a significant impact on the Offer Elements that may have an impact in case of a tender offer Company s share capital structure and ownership The structure and the impact of the Offer on the ownership of the capital of JCDecaux are described in section of this draft Offer document Statutory restrictions to the exercise of the voting rights and shares transfers There are no statutory limitation to the exercise of the voting rights and shares transfers that would restrict the exercise of the voting rights and the transfer of shares Provisions providing for preferential sale or purchase conditions for at least 0.5% of the share capital or the voting rights of the Company (article L of the French Commercial Code) No provision providing for preferential sale or purchase conditions for at least 0.5% of the share capital or voting rights of JCDecaux was brought to the attention of the Company pursuant to article L of the French Commercial Code Direct or indirect holdings in the Company s share capital disclosed pursuant to the crossing of a threshold or a transaction on securities The composition of the shareholding of JCDecaux is indicated in section hereafter. By mail dated March 17, 2015, the concert composed of the société par actions simplifiée JCDecaux Holding SAS, MM. Jean-Claude Decaux, Jean-Charles Decaux, Jean-François Decaux, Jean- Sébastien Decaux and Mrs. Danielle Decaux, declared having crossed downward, on March 13, 2015, the threshold of two-thirds of the share capital and voting rights of the company JCDecaux 2 and the statutory thresholds included between 71% and 66% of the share capital and voting rights. On this occasion, JCDecaux Holding crossed downward the thresholds of two-thirds of the share capital and voting rights of the Company and the statutory thresholds included between 69% and 65% of the share capital and voting rights. Those thresholds crossings resulted from the sale of a stake of 12,000,000 shares of JCDecaux by private placement performed over-the-counter List of holders of any securities carrying special control rights and a description of such rights There are no security carrying special control rights Control mechanism provided for in an eventual employee participation schem, when control rights are not exercised by the latter Not applicable to the Company s knowledge. 2 As provided in the AMF notice number 215C0328 dated March 18th 2015 [PARIS _4] 13

14 This Offer and this draft Offer document remain subject to the review of the AMF Agreements between shareholders known to the Company and that may entail restriction on shares transfers and the exercise of voting rights To the knowledge of JCDecaux, there are no agreement between shareholders which may cause limitations to shares transfers and the exercise of voting rights Rules governing the appointment and replacement of the Executive Board (Directoire) members as well as the modification of JCDecaux by-laws. i. Rules governing the appointment and replacement of the Executive Board (Directoire) members The Company is managed by an Executive Board (Directoire) which carries its duties under the control of a Supervisory Board (Conseil de Surveillance). Pursuant to article 12 of the by-laws, the Executive Board (Directoire) of the Company is composed of at least two members and at most seven members appointed by the Supervisory Board (Conseil de Surveillance). The Executive Board (Directoire) members must be individuals and do not need to be shareholders. No acting member of the Supervisory Board (Conseil de Surveillance) can be part of the Executive Board (Directoire). Article 13 of the by-laws indicates that the Executive Board (Directoire) is appointed for a three-year term. The terms of office of its members expire at the end of the shareholders general meeting ruling on the financial statements for the fiscal year just ended and held during the year in which such term of office is due to expire. In the event of a vacancy due to death, resignation or removal, the Supervisory Board (Conseil de Surveillance) must, within a two-month period from the vacancy arising, fill the vacant position, for the time left to run until renewal by the Executive Board (Directoire). Any member of the Executive Board (Directoire) may be reelected. It is also indicated that no individual may be appointed as member of the Executive Board (Directoire) above the age of 70. Any Executive Board (Directoire) member in office reaching this age is deemed to resign, unless the Supervisory Board (Conseil de Surveillance) consents to the completion of its term. ii. Rules governing the modification of the by-laws The extraordinary general meeting is the sole competent body to modify the by-laws of the Company in accordance with the applicable legal and regulatory provisions. It votes under the conditions provided by law Powers of the Executive Board (Directoire) relating in particular to share issuance or share buy-back The table below describes the authorizations and delegations granted to the Executive Board (Directoire) by the shareholders general meeting regarding share issuance. Date of shareholders meeting 05/13/2015 Description of the authority delegated to Executive Board (Directoire) To increase the share capital by issuing with pre-emptive right Maximum amount authorized Authority expiry date Beneficiary Categories Use made of the delegation by the Executive Board (Directoire) 2.3 million 07/12/2017 Shareholders Not used [PARIS _4] 14

15 This Offer and this draft Offer document remain subject to the review of the AMF Date of shareholders meeting 05/13/ /13/ /13/ /13/ /13/ /13/2015 Description of the authority delegated to Executive Board (Directoire) shares and/or securities giving access to the Company s capital. To increase the share capital by issuing without pre-emptive right shares and/or securities giving access to the Company s capital by way of public offering. To increase the share capital by issuing without pre-emptive right shares and/or securities giving access to the Company s capital by means of private investment. To issue shares or negotiable securities giving access to the capital without pre-emptive right in consideration for contributions in kind relating to equity securities or securities giving access to the capital. To increase the Company s share capital, on one or more occasions through capitalization of premiums, reserves or profits. To increase the number of shares or securities giving access to the Company s capital to be issued (over-allocation) in the event ofan issuance with or without pre-emptive right. To increase the Company s share capital for the benefit of employees (subscription under a Company Savings Plan, apart from stock options). Maximum amount authorized Authority expiry date Beneficiary Categories Use made of the delegation by the Executive Board (Directoire) 2.3 million 07/12/2017 Shareholders Not used 2.3 million 07/12/2017 Shareholders Not used 10% of the share capital 07/12/2017 Shareholders Not used 2.3 million 07/12/2017 Shareholders Not used Maximum of 15% of the initial issue Maximum nominal amount of 20,000 07/12/ /12/2017 Beneficiaries of the initial transaction Subscribers to Company Saving Plan Not used Not used 05/13/2015 To grant stock and share purchase options. 4% of the share capital 07/12/2017 Employees or Company officers or certain of them Not used 05/13/2015 To grant free shares 0.5 % of the share capital 07/12/2017 Employees or Company officers or certain of them Not used The table below describes the authorizations and delegations granted to the Executive Board (Directoire) by the shareholders general meeting regarding share buy-back. Date of shareholders meeting Affected shares 05/13/2015 Shares of the company Maximum percentage authorized to be buyback 10% of the share capital Maximum share price authorized Maximum amount of the program Use made of delegation by the Executive Board (Directoire) 50 1,119,671,650 Decision to implement the Offer [PARIS _4] 15

16 This Offer and this draft Offer document remain subject to the review of the AMF Agreements entered into by JCDecaux and which will be terminating in the event of a change of control of the Company, unless this disclosure would seriously harm its interests A financing agreement executed between the Company and a banking pool on February 15, 2012, and modified by an amendment dated February 14, 2014, providing for a 600 million revolving credit line, may terminate in the event of a change of control of the Company. The 500 million bond debt issued on February 2013 and with a maturity date fixed on February 2018 may also terminate in the event of a change of control of the Company together with a decline in the Company s credit rating below a certain level (investment grade). The completion of the Offer will not cause any change of control of the Company Agreements providing for indemnities to Executive Board (Directoire) members, managers and main employees of JCDecaux, in the event of resignation, dismissal without just or serious ground or if their employment ceases because of a tender offer At the date of this draft Offer document, MM. Jean-François Decaux, Jean-Charles Decaux and Jean- Sébastien Decaux are not entitled to receive any special compensation upon termination of their office. In the case of termination of its employment contract, the Company may pay to Mr. Emmanuel Bastide, for a two-year period, a non-competition indemnity corresponding to 33% of its fixed and variable salary, calculated on the average of the last twelve months before the date of termination of the contract. In the case of termination of its employment contract, the Company may pay to Mr. David Bourg, for a two-year period, a non-competition indemnity corresponding to 33% of its fixed and variable salary calculated on the average of the last twelve months before the termination of the contract. There are no specific agreements to pay any indemnity in case of tender offer Restriction applicable to the Offer outside France The Offer is made exclusively in France. This draft Offer document is not to be distributed in countries other than France. This draft Offer document and any other document relating to the Offer does not constitute an offer to sell or buy financial instruments or the solicitation of such an offer in any country where such offer or solicitation will be illegal or to any person to whom such an offer may not validly be made. The shareholders of the Company outside France may not participate in the Offer unless such participation is permitted under the local law to which they are subject. The distribution of this draft Offer document and any document relating to the Offer and the participation in the offer may be subject to legal restrictions in certain jurisdictions. The Offer is no made to persons subject to such restrictions, either directly or indirectly, and may not be accepted in any way from a country where the Offer would be subject to restrictions. Persons coming into possession of this draft Offer document shall inquire about applicable legal restrictions and comply with them. The violation of such legal restrictions may constitute a violation of applicable securities laws and regulations in certain jurisdictions The Company disclaims all liability in the event of any breach of the applicable legal restrictions by any person. [PARIS _4] 16

17 This Offer and this draft Offer document remain subject to the review of the AMF 1.3 Tax regime of the Offer The following provisions summarize some of the tax consequences likely to apply to the shareholders of the Company tendering to the Offer. Their attention is drawn to the fact that this information is merely a summary of the applicable tax regime pursuant to the legislation currently in force, provided as general information. The rules mentioned below are likely to be affected by potential legislative and regulatory modifications which might apply retroactively or apply to the current year or fiscal year. The tax information below is not an exhaustive description of all the tax effects likely to apply to the shareholders of the Company that will tender to the Offer. They are advised to review their specific situation with their usual tax advisor. The persons who are not tax residents of France must comply with the tax legislation in force in their country of residence, subject to the application of a tax treaty entered into between France and such country, if any. Pursuant to article of the French General Tax Code (Code Général des impôts) ( CGI ) as modified by the amending finance law for 2014 (article 88(V) of the law no of December 29, 2014), the capital gains tax regime will apply to shareholders, either individuals or legal entities, that tender to the Offer, whether they reside in France or out of France Individual shareholders who are tax residents of France, who act in the context of the management of their private estate and not conduct stock market transactions under conditions similar to those which define an activity carried out by a person conducting such operations on a professional basis Individual shareholders that would conduct stock market transactions under conditions similar to those which define an activity carried out by a person conducting such operations on a professional basis are invited to review their specific tax situation with their usual tax advisor Income tax Pursuant to the provisions of articles A et seq., bis and 200 A of the CGI, the net capital gains earned from the sale of securities realized by individuals subject to the provisions of this section are, subject to certain exceptions, taken into account for the determination of the global income taxable in accordance with the progressive income tax scale after application, for shares, of a rebate the amount of which depends on the period during which the taxpayer has held such shares, as provided by article D of the CGI, equal to: 50% of the net capital gain when the shares have been held for at least two years and less than eight years on the date of the sale, and 65% of the net capital gain when the shares have been held for at least eight years on the date of the sale Except if provided otherwise, the period of holding is counted from the subscription or purchase date of the shares. The tender of the shares to the Offer is likely to end a potential deferral of taxation that would have benefitted the shareholders from earlier transactions. The persons having capital losses subject to a deferral of taxation or making a capital loss in the context of the transaction are advised to review their situation with their usual tax advisor. [PARIS _4] 17

18 Social levies This Offer and this draft Offer document remain subject to the review of the AMF Capital gains realized from the sale of securities are also, with no rebate applicable based on the period of holding, subject to social levies at a global rate of 15.5% allocated as follows: General social contribution (contribution sociale généralisée) («CSG») at a rate of 8.2%; Social debt repayment contribution (contribution pour le remboursement de la dette sociale) («CRDS»), at a rate of 0.5%; Social levy at a rate of 4.5%; Additional contribution to social levy at a rate of 0.3%; and Solidarity levy at a rate of 2%. Except for the CSG, of which a portion representing 5.1% of the gain is tax deductible from the taxable income of the year of its payment, those social levies are not tax-deductible Exceptional contribution for high income earners Pursuant to article 223 sexies of the CGI, taxpayers subject to income tax shall pay a contribution based on the amount of the household s taxable income as defined in 1 of IV of article 1417 of the CGI, without application of the quotient rules defined in article A of the CGI. The taxable income includes the capital gains earned by the relevant taxpayers, with no rebate applicable based on the period of holding,. This contribution is calculated by applying a rate of: 3% to the part of the taxable income between 250,001 and 500,000 for single, widowed, separated or divorced taxpayers, and to the part of the taxable income between 500,001 and 1,000,000 for couples filing jointly. 4% to the part of the taxable income above 500,000 for single, widowed, separated or divorced taxpayers, and to the part of the taxable income above 1,000,000 for couples filing jointly Savings program in Shares (Plans d épargne en actions) ( PEA ) The persons who own shares of the Company within the framework of a PEA may tender their shares to the Offer. Subject to certain conditions, the PEA grants a right (i) during the life of the PEA, to an exemption from income tax and social levies on the net income and net capital gains on investments made within the framework of the PEA, provided notably that these net income and capital gains remaining invested in the PEA, and (ii) when the PEA closes (if it occurs more than five years after the opening date of the PEA, including due to a partial withdrawal occurring after five years but before eight years), or when a partial withdrawal is made from the PEA s funds (if such withdrawal occurs more than eight years after the opening date of the PEA), to an exemption of income tax in proportion to the net gains achieved since the opening of the program, it being noted that such net gains remain subject to the social levies described in section 1.3 (a) (ii) above, at a global rate that is likely to vary depending on the date where this gain was acquired or recorded. Specific provisions, not described in this Offer document, apply in case of capital loss, of closing of the PEA before the fifth year following its opening, or in the event where the PEA would end in the form of a lifetime annuity. Persons concerned should review this matter with their usual tax advisor Employees and officers holders of shares received from the exercise of options (other than options exercised through savings invested in a company or group savings plan) In the event of shares subscribed or acquired in the context of the stock options plans granted by the Company in 2010, 2011, 2012, 2014 and 2015 being tendered to the Offer, the acquisition gain (equal to the difference between (i) the first listed price of the share on the day when the option was [PARIS _4] 18

19 This Offer and this draft Offer document remain subject to the review of the AMF exercised and (ii) the exercise price of the option plus, if applicable, the fraction of any discount taxed as salary on option exercise date) will be subject to: - for options granted from September 28, 2012, income tax in the wages and salaries category, CSG and CRDS on labor revenues and to the employee contribution provided for in article L of the French Social Security Code; and - for options granted before September 28, 2012 (but after April 26, 2000): o if the shares received from the exercise of the option are held in registered form and are neither sold nor converted to bearer form before the end of a four(4)-year period from the grant of the options, the acquisition is subject to income tax under the conditions of article A of the CGI, at a rate of 30% for the fraction that does not exceed 152,500 and 41% for the excess (those rates being reduced to 18% and 30%, respectively, if the relevant shares are in registered form and remain nontransferrable without being rent for at least two (2) years from the end of the abovementioned four-year period), except if the beneficiary elects for taxation in the wages and salaries category. In addition, the acquisition gain will also be subject to several social levies applicable toproperty income and, if applicable, to the employee contribution provided for in article L of the French Social Security Code (due at the time of the transfer of the shares received from the exercise of Options granted from October 16, 2007); or o if the shares subscribed or acquired in the context of a stock options plan for the subscription or purchase of shares are tendered to the Offer before the end of the above-mentioned four-year period, the acquisition gain will be taxed in the wages and salaries category and will be subject as such to the social levies applicable to labor revenues. Moreover, the capital gain potentially earned from tendering the shares to the Offer, equal to the difference between, on the one hand, the price of the Offer, and on the other hand, the first listed price of said shares on the day of exercise of the option, will be subject to the standard tax regime of capital gains earned by individuals in accordance with the provisions of articles A et seq. of the CGI as described in 1.3 (a) (i) to (iii) above. The above-mentioned gains from sale or purchase are taken into account for the calculation of the taxable income on which is based the exceptional contribution on high income earners described in section 1.3 (a) (iii), if applicable. Holders of shares of the Company subscribed or acquired through a stock option plan that would tender their shares to the Offer for a price lesser than their real value at the option exercise date, as well as holders of shares received from the exercise of options granted before April 27 th, 2000, wishing to tender their shares to the Offer, should review with their usual tax advisor the conditions under which this capital loss could be deducted from the acquisition gain Corporate shareholders whose registered office is in France and who are subject to corporate income tax in France, for whom the shares of the Company are not equity investment (titres de participation) (or securities deemed to be equity investment) The capital gains earned by legal entities subject to the provisions of this section on the sale of shares of the Company tendered to the Offer are included in the taxable income subject to corporate income tax at the standard rate of 33.1/3% increased by (i) the social contribution of 3.3% (article 235 ter ZC of the CGI), based on the amount of corporate tax reduced by a discount that cannot exceed 763,000 per twelve month period, and (ii), if applicable, for companies with a revenue exceeding 250,000,000, an exceptional contribution of 10.7% (article 235 ter ZAA of the CGI), assessed on the [PARIS _4] 19

20 This Offer and this draft Offer document remain subject to the review of the AMF corporate income tax as determined before deduction of the tax reductions and tax credit and of the tax receivables of any kind related to the result of the fiscal years ended until December However, companies whose revenue (tax excluded) is below 7,630,000, and which share capital, entirely paid up, was owned continuously for at least 75% during the relevant fiscal year by individuals or by companies themselves fulfilling those conditions, benefit from a reduced corporate tax rate of 15% up to a taxable income of 38,120 for a twelve month period. Those companies are also exempted from the additional contributions of 3.3% and 10.7%. In case of capital loss realized from the sale of shares of the Company in the context of the Offer, this loss will be deducted from the operating profit in accordance with the standard legal conditions. Moreover, it is indicated that tendering the shares to the Offer is likely to cause the end of a potential deferral of taxation that would have benefitted the shareholders from earlier transactions. Legal entities shareholders subject to corporate income tax which are likely to be concerned by this mechanism should review their situation with their usual tax advisor. The persons whose shares in the Company are held as equity securities or as securities deemed to be equity securities should review their situation with their usual tax advisor to determine the applicable regime Non-residents Subject to the terms of more favorable applicable tax treaties, capital gains earned in the context of the Offer by persons who are not tax residents of France or whose registered office is located outside of France are generally exempted from taxation in France, provided that (i) those capital gains are not attributable to a permanent establishment or to a fixed base subject to corporate income tax in France, (ii) that the rights held, either directly or indirectly, by the seller with its family group, in the profits of the company that it buying back its shares have not, at any time during the five years prior to the sale, exceeded as a whole 25% of the profits (articles 244 bis B and 244 bis C of the CGI), and (iii) that the seller is not a resident of, located in or incorporated in a non-cooperative State or territory under the meaning of article A of the CGI. Subject to the terms of more favorable applicable tax treaties, capital gains realized in the context of the Offer by persons who are resident of, located in or incorporated in a non-cooperative State or territory pursuant to article A of the CGI are subject to taxation at an increased rate of 75%, regardless of the percentage of rights held by the seller in the company. The list of non-cooperative States or territories is published by ministerial decree and updated annually. The persons who would not fulfill the conditions for exemption should review their situation with their usual tax advisor. Non-resident shareholders should also review their specific tax situation with their usual tax advisor, especially in order to take into account the applicable tax regime both for France and their tax residence country Shareholders of the Company subject to a different tax regime Shareholders of the Company subject to a tax regime other than those mentioned above and who tender to the Offer, especially taxpayers who engage in stock market operations under conditions analogous to those that characterize the activity of a person on a professional basis or who booked their shares as assets in their commercial balance sheet, should review their specific situation with their usual tax advisor to determine the applicable tax regime Financial transactions tax Pursuant to article 235 ter ZD of the CGI, subject to certain exceptions, a tax on financial transactions applies at a rate of 0.2% to any purchase of an equity security or of a security deemed to be an equity security, provided that (i) this security is traded on regulated market, (ii) its purchase causes a transfer [PARIS _4] 20

21 This Offer and this draft Offer document remain subject to the review of the AMF of ownership, and (iii) this security is issued by a company which registered office is located in France and having a market capitalization over one billion euros on December 1 st of the year preceding the taxation year. The tax is liquidated and due by the operator providing investment services, except when the purchase is completed without such an operator, the tax being then liquidated and due by the entity acting as account keeping institution in accordance with article L321-2 of the French Monetary and Financial Code. Purchases of equity securities or of securities deemed to be equity securities and subject to the financial transaction tax are exempted from the registration duties provided for in article 726 of the CGI. Transactions on the Company s securities completed in 2015 are within the scope of the financial transaction tax provided for in article 235 ter ZD of the CGI. 1.4 Financing and related costs of the Offer Related costs of the Offer The global amount of all external costs and expenses incurred by the Company in the context of the Offer, including the fees of its advisors and stock market authorities, is estimated to a maximum amount of approximately 3.5 million (tax excluded) Means of financing the Offer Assuming that a maximum of 12,500,000 shares, representing 5.57% of the share capital of the Company on April 30, 2015, is effectively tendered to the Offer, the purchase cost of the Company s shares will amount to 500 million. The maximal cost of the Offer, including the costs mentioned in section and assuming a 100% success rate is estimated to million. This amount will be mainly financed by the Company s own resources, and partly, up to a maximum of 100 million by drawing on the 600 million revolving credit line (not used as of the date hereof) implemented in February 2012 and amended in February 2014 as mentioned in section above. The debt contracted in such way may be payable in whole no later than February 2019, on the date of maturity of the revolving credit line. As indicated in section of this draft Offer document, the financing contract relating to the above-mentioned credit line includes a change of control provision. It also includes a covenant to respect a net debt ratio (net financial debt / operational margin strictly lower than 3.5) that was respected as of December 31, 2014, with a value much lesser than the required limit. After the completion of the Offer, this ratio will remain lower than this limit. [PARIS _4] 21

22 This Offer and this draft Offer document remain subject to the review of the AMF 1.5 Impact of the Offer on shareholding, accounts and market capitalization of the Company Impact on the share capital and the voting rights The table below exposes the distribution of the share capital of JCDecaux to the knowledge of the Company as of April 30, Shareholders Number of shares % of the share capital % of the voting rights JCDecaux Holding 144,380, % % Jean-Charles Decaux 1,512, % 0.674% Jean-François Decaux 1,006, % 0.448% Jean-Sébastien Decaux 436, % 0.194% Jean-Pierre Decaux 1, % 0.001% Alexia Decaux-Lefort 1, % 0.000% Emmanuel Bastide 3, % 0.001% Michel Bleitrach 1, % 0.000% Monique Cohen 4, % 0.002% Gerard Degonse 50, % 0.023% Daniel Hofer 5, % 0.002% Pierre Mutz 1, % 0.000% Pierre-Alain Pariente 1, % 0.000% Xavier de Sarrau 8, % 0.004% Jean-Claude Decaux 8, % 0.004% Danielle Decaux 3, % 0.001% Annick Piraud 18, % 0.008% Jeremy Male 5, % 0.003% FCPE JCDecaux 174, % 0.078% Développement Other nominative 60, % 0.027% ING 11,090, % 4.942% Treasury shares Public 65,621, % % TOTAL 224,393, % 100% [PARIS _4] 22

23 This Offer and this draft Offer document remain subject to the review of the AMF The table below exposes the potential distribution of the share capital of the Company (i) based on the intentions to tender to the Offer expressed and described in sections and above, and the cancellation of the shares bought back and (ii) based on the assumption that the other shareholders of the Company (the Minority Shareholders ) would tender 100% or 50%. Assumption of a 100% tendering rate for Minority Shareholders Shareholders Number of shares % of the share capital % of voting rights JCDecaux Holding 136,335, % % Jean-Charles Decaux 1,427, % 0.674% Jean-François Decaux 950, % 0.448% Jean-Sébastien Decaux 411, % 0.194% Jean-Pierre Decaux 1, % 0.001% Alexia Decaux-Lefort 1, % 0.000% Emmanuel Bastide 2, % 0.001% Michel Bleitrach 1, % 0.000% Monique Cohen 4, % 0.002% Gerard Degonse 50, % 0.024% Daniel Hofer 4, % 0.002% Pierre Mutz 1, % 0.000% Pierre-Alain Pariente 1, % 0.000% Xavier de Sarrau 7, % 0.004% Jean-Claude Decaux 7, % 0.004% Danielle Decaux 2, % 0.001% Annick Piraud 17, % 0.008% Jeremy Male 5, % 0.003% FCPE JCDecaux Développement 164, % 0.078% Other nominative 56, % 0.027% ING 10,472, % 4.942% Treasury shares Public 61,964, % % TOTAL 211,893, % 100% [PARIS _4] 23

24 This Offer and this draft Offer document remain subject to the review of the AMF Assumption of a 50% tendering rate for the Minority Shareholders Shareholders Number of shares % of the share capital % of voting rights JCDecaux Holding 134,669, % % Jean-Charles Decaux 1,410, % 0.666% Jean-François Decaux 938, % 0.443% Jean-Sébastien Decaux 406, % 0.192% Jean-Pierre Decaux 1, % 0.001% Alexia Decaux-Lefort 1, % 0.000% Emmanuel Bastide 2, % 0.001% Michel Bleitrach 1, % 0.000% Monique Cohen 4, % 0.002% Gerard Degonse 50, % 0.024% Daniel Hofer 4, % 0.002% Pierre Mutz 1, % 0.000% Pierre-Alain Pariente 1, % 0.000% Xavier de Sarrau 7, % 0.004% Jean-Claude Decaux 7, % 0.004% Danielle Decaux 2, % 0.001% Annick Piraud 17, % 0.008% Jeremy Male 5, % 0.003% FCPE JCDecaux Développement 168, % 0.079% Other nominative 58, % 0.028% ING 10,717, % 5.058% Treasury shares Public 63,414, % % TOTAL 211,893, % 100% Impact on accounts The Offer will cause a decrease of the Company s treasury by a minimum amount of 400 million and an increase of the Company s net financial debt by a maximum amount of 100 million, in exchange for a decrease of consolidated equity, in accordance with the IFRS accounting rules for treasury shares Impact on market capitalization Based on the closing price of the JCDecaux share on May 26, 2015 (the day before the filing of the Offer) of , the market capitalization was equal to 8,144,358,889, the share capital of JCDecaux being represented by 224,393,412 shares. At the end of the Offer, assuming a 100% success rate of the Offer, the number of JCDecaux shares would be equal to 211,893,412 and the market capitalization would be equal to, based on a closing price of May 26, 2015 (the day before the filing of the Offer), of per JCDecaux share, to 7,690,971,389. [PARIS _4] 24

25 This Offer and this draft Offer document remain subject to the review of the AMF 2 ASSESSMENT OF THE OFFER PRICE The elements presented below have been prepared by Goldman Sachs International (hereafter the «Presenting Bank») on behalf of the Company and are based on common valuation methods deemed most relevant on the basis of publicly available information on JCDecaux, its sector of activity and its competitors. This information has not been independently verified and the Presenting Bank will give no assurance or guarantee as to its exact nature and completeness. Also, the Presenting Bank s scope of work did not involve verifying or evaluating JCDecaux s assets and liabilities. 2.1 Methodology Discarded valuation methodologies Book Value and Net Asset Value («NAV») Book value is defined as the difference between the assets acquired by the Company (including intangible assets such as goodwill) and liabilities. This method has not been retained since it does not take into account the Company s growth prospects, its profitability and its ability to create value. The Net Asset Value method is mostly relevant when looking at diversified holding companies or companies which own many assets especially real estate or non-operating assets whose historical value may be materially lower or higher than their current economic value. The NAV method is usually retained when valuing companies which hold a portfolio of majority or minority stakes in financial investments. This methodology is also useful when evaluating the liquidation value of a company, after taking into account liquidation costs. This methodology has not been retained as it does not take into account JCDecaux s ability to generate free cash flows through its staff, its expertise and its commercial contracts. Dividend Discount Model («DDM») The Dividend Discount Model methodology consists in evaluating the value of the Company s equity by discounting future dividend flows received by all shareholders. However, this methodology is intrinsically linked to a company s dividend pay-out policy, which is set discretionarily by the management and shareholders of the Company, and is thus not necessarily correlated to the Company s cash flow generation capacity. Consequently, this methodology has not been retained. Discounted Cash Flow Model («DCF») This methodology aims at determining the intrinsic value of a company by discounting its future unlevered free cash flows. Net debt is subtracted to obtain the value of shareholder equity. The Company does not produce a Business Plan as it considers that the low future outlook visibility inherent to its business would limit the relevance and accuracy of such projections beyond the short term. For the same reason, the Company does not give public guidance to the market on future expected performance. This methodology has thus not been retained. Precedent Transactions Valuation using precedent transactions consists in applying to the Company s financial aggregates multiples implied from precedent recent and relevant transactions. [PARIS _4] 25

26 This Offer and this draft Offer document remain subject to the review of the AMF These multiples generally include a control premium reflecting expected synergies following the transaction. This methodology is not relevant in the case of this transaction as the tender offer only targets a minority stake with no change of control. Furthermore, the small number, the small size and the dispersion of multiples implied by precedent transactions reduce the relevance of this methodology. For these reasons, this methodology has not been retained Methodologies retained To evaluate the offer price, the following methods have been retained: (i) Stock price; (ii) Research analysts target stock prices; (iii) Valuation multiples of peer trading comparables Financial data used in the evaluation A. Retained financial aggregates Historical financial aggregates retained to evaluate the terms of the Offer are taken from the consolidated audited financial reports published by JCDecaux for fiscal year ended on 31 December Retained aggregates for the forecast years of 2015 and 2016 are based on IBES research analyst consensus as of 25 May B. Bridge from Enterprise Value to Equity Value The retained number of shares is based on number outstanding as of 30 April 2015 of 224,393,412. JC Decaux does not own any treasury shares, neither directly or indirectly. There are 5 outstanding stock option plans representing a total of 2,198,326 shares as of 30 April Equity value is calculated by starting with the Enterprise Value and performing the following calculation: Add net cash position as of 31 December 2014 of 83 million euros ; Add book value of minority interests as of 31-December 2014 (negative on balance sheet) for a total of 24 million euros ; Subtract debt on commitments to purchase non-controlling interests as of 31 December 2014 of 118 million euros ; Subtract book value of long term debt-like provisions due (post-employment benefits) as of 31 December 2014 for a total of 72 million euros ; Add book value of minority stakes, assets available for sale and other financial assets for a total of 400 million euros, split as follows: 30% of APG SGA SA, which is valued at 125 million euros in the Company s books, but which is included at market value of 343 million euros as of 25 May 2015; Other associates at book value of 57 million euros as of 31 December 2014; Joint ventures are already included in the Enterprise Value as the underlying financial aggregates already include their contribution and they are thus not included in the bridge from Enterprise Value to Equity Value, loans to JVs granted by the Company were also not included as they are not subtracted from Enterprise Value in the debt adjustment. The sum of the above-mentioned elements comes to 316 million euros (the Equity Value is 316 million euros larger than the Enterprise Value). [PARIS _4] 26

27 This Offer and this draft Offer document remain subject to the review of the AMF C. Stock Price JCDecaux has been listed on the regulated Euronext Paris stock market since Reference stock price is at 4 March 2015 closing, the last day prior to the announcement of the Company s intention to launch an OPAS on its own shares. Daily traded volumes were on average 132,150 shares in the twelve months preceding the announcement. They represent a rotation of 44% of the free float over this period, sufficiently material to retain stock price as one of the valuation criteria. The table below lists implied premia based on the offer price at JCDecaux stock price closing as of 4 March 2015, as well as the average prices at that date (volume weighted average closing prices). Postdividend prices and premia have been adjusted to take into account the dividend detached on 18 May 2015 and paid on 20 May Pre Dividend Post Dividend Price ( ) 3 Premium 4 (%) Price ( ) 3 Premium 4 (%) Closing as of 04 March % % Average 1 month % % Average 3 months % % Average 6 months % % Average 12 months % % Source: Bloomberg D. Research analyst target prices The Company is widely covered by the research community with the IBES consensus referencing 19 research analysts. The table below summarizes the latest target prices published by analysts as of 25 May Analyst Date Reco. Target Price ( ) Premium (%) Bofa Merrill Lynch 30 Apr 2015 Buy 55.0 (27.3)% Citi 07 May 2015 Buy % Berenberg 08 Mar 2015 Buy % Goldman Sachs 07 May 2015 Buy % Deutsche Bank 19 May 2015 Buy % Exane Bnp Paribas 07 May 2015 Buy % Gilbert Dupont 07 May 2015 Buy % JP Morgan 06 May 2015 Buy % Kepler Cheuvreux 07 May 2015 Buy % Barclays 07 May 2015 Buy % UBS 02 May 2015 Buy % Nomura 07 May 2015 Hold % Oddo Securities 07 May 2015 Hold % HSBC 07 May 2015 Hold % Credit Suisse 10 Mar 2015 Buy % Societe Generale 07 May 2015 Sell % 3 Volume weighted average price. 4 Offer price: 40 euros per share. Premium calculated on volume weighted average price. [PARIS _4] 27

28 This Offer and this draft Offer document remain subject to the review of the AMF Morgan Stanley 07 May 2015 Hold % Esn/Cm-CIC 07 May 2015 Sell % Natixis 07 May 2015 Hold % Median % Min % Max 55.0 (27.3)% Based on the median of the above of 36.0 per share, the offer price implies a premium of 11.1%. E. Valuation multiples of peer trading comparables The trading comparables methodology implies valuing the Company on the basis of valuation multiples observed on a sample of listed companies which present similarities with the Company in terms of area of activity, business model and financial profile. The sample chosen is made up of: Ströer (Germany): this company is active in Germany and Turkey. Ströer is a leading player in the outdoor space and is active in the digital solutions space, in addition to developing its activities on online and mobile advertising; APG SGA (Switzerland): this company operates in Switzerland and Serbia. It is the leader on these markets in outdoor advertising and is specialized in digital and analog solutions for outdoor communication in areas with strong traffic. JCDecaux owns 30% of the share capital as of 31 December 2014; Clear Channel Outdoor (USA): this company reports its activities in two geographic segments: Americas and international (28 countries). It is active in outdoor communication, especially in outdoor furniture, advertising media in public transportation systems and large format billboards. Underlying financial data used for the comparables are extracted from the latest available financial reports and the IBES forecasts consensus as of 25 May Enterprise Value calculated for each comparable is calculated as the sum of market capitalization, net debt, employment benefits and other social liabilities and minority interests. Associates and other financial assets are subtracted from this sum. Net debt for JCDecaux is based on 31 December 2014 data. The retained valuation multiples are EBITDA and EBITDA-Capex, which give a sense of the operating performance and are not impacted by differences in capital structure. Given capital intensity in the outdoor advertising space, the EBITDA-Capex multiple appears particularly well suited for valuation. P/E multiples are widely used by research analysts and have also been included. EV/EBITDA EV/(EBITDA-Capex) P/E 2015E 2016E 2015E 2016E 2015E 2016E APG SGA 12.9x 13.2x NA 5 NA 21.2x 21.9x CCO 11.9x 11.1x 17.5x 16.1x NM 6 NM Ströer 12.6x 11.6x 17.7x 15.9x 26.6x 24.2x Médiane 12.6x 11.6x 17.6x 16.0x 23.9x 23.1x 5 No capex projections available for APG SGA. 6 P/E multiple for Clear Channel Outdoor has not been shown as Net Income is materially affected by restructuring and financial expenses. [PARIS _4] 28

29 This Offer and this draft Offer document remain subject to the review of the AMF Valuation of JCDecaux EV/EBITDA EV/(EBITDA-Capex) P/E ( ) 2015E 2016E 2015E 2016E 2015E 2016E Price per share Retaining the minimum and maximum of the median multiples of the above sample and applying those to JCDecaux s financial aggregates implies a price per share of to The offer price of 40 per share would thus be at a 4.3% to 42.1% premium. 2.2 Summary of elements for offer price evaluation The Company is planning to conduct the OPAS at a price of 40 euros per JC Decaux share. Based on the valuation elements presented hereafter, the Offer price implies premia and discounts as follows (post-dividend prices are adjusted to reflect the detachment of the 0.50 dividend which occurred on 18 May 2015): Pre Dividende Post Dividend Price ( ) Premium (%) Price ( ) Premium (%) Stock price as of 4 March % % 1 month weighted average stock price % % 3 months weighted average stock price % % 6 months weighted average stock price % % 12 months weighted average stock price % % Research analyst median target price as of 25 May % Minimum multiple of listed comparables % Maximum multiple of listed comparables % Source : Bloomberg 3 REASONED OPINION OF THE SUPERVISORY BOARD (CONSEIL DE SURVEILLANCE) The Supervisory Board (Conseil de Surveillance) of JCDecaux was held on May 27, 2015, under the chairmanship of Mr. Gérard Degonse, Chairman of the Supervisory Board (Conseil de Surveillance), to examine the Offer and issue a reasoned opinion on the interest and the consequences of the Offer on the Company, its shareholders and its employees. All the members of the Supervisory Board, i.e. Mr. Gérard Degonse, Mr. Jean-Pierre Decaux, Mr. Michel Bleitrach, Mrs. Monique Cohen, Mrs. Alexia Decaux-Lefort, Mr. Pierre Mutz, Mr. Xavier de Sarrau, Mr. Pierre-Alain Pariente and Mr. Maurice Ducrocq, were present. The reasoned opinion of the Supervisory Board issued on May 27, 2015 is fully reproduced below: The Chairman of the Supervisory Board (Conseil de Surveillance) describes to the members of the Board the rationale and the main terms of the simplified share buy back offer (the «Offer»), which was decided by the Executive Board (Directoire) on May 26, 2015, in accordance with the authorization given by the ordinary shareholders meeting on May 13, The Company will offer [PARIS _4] 29

30 This Offer and this draft Offer document remain subject to the review of the AMF to acquire 12,500,000 Company shares, representing 5.57% of the share capital, from its shareholders at a price of 40 per share, for a total consideration of 500 million. Messrs. Olivier Peronnet and Lucas Robin, who represent Finexsi that was appointed as independent expert by the Supervisory Board on March 26, 2015, in accordance with Article of the General Regulations of the Autorité des marchés financiers, give to the Board members their conclusions on the financial terms of the Offer. The Chairman reminds that the Company does not hold any treasury shares. The members of the Board start discussing. Then, after reminding the decision of the shareholders meeting dated May 13, 2015, which authorizes the Executive Board (i) to deal in the shares of the Company and approves the share buy back program of the Company and (ii) to cancel the bought back Company shares, and considering the terms of the decision of the Executive Board dated May and the report of Finexsi, the Supervisory Board acknowledges that: the independent expert has concluded to the fairness of the price offered to the shareholders of the Company in the Offer and that to its knowledge there is no agreement related to the Offer that may undermine the fair treatment of the shareholders from a financial point of view; the Offer will: o o offer shareholders who wish to tender their shares, the possibility to sell a portion of their shares at a price reflecting a premium of 21.8% to the closing stock price on March 4, 2015, the day before the announcement of the transaction on March 5, 2015, and a premium of 22.7% to the weighted average trading price for the 1-month period before that date; increase the earnings per share and optimize the company s financial structure without penalizing its capacity to continue both organic and external growth. the Offer will not impact the Company s strategy, nor have any consequences on employment, the financial capacities or dividend distribution policy of the Company; and JCDecaux Holding SAS, the majority shareholder of the Company, and Messrs. Jean- Claude, Jean-François, Jean-Charles and Jean-Sébastien Decaux and Mrs. Danielle Decaux have expressed their intent to tender all of their Company shares, the number of shares so tendered will be reduced on an equal basis pro rata to the shares tendered by all other shareholders. Based on the foregoing, after discussing the matter, the Supervisory Board, unanimously approves the Offer under the terms set forth during the meeting and in the above-mentioned documents and determines that the Offer is in the best interests of the Company and its shareholders and does not have any consequences on its employees. As a consequence, the Supervisory Board recommends that the shareholders accept the Offer and tender their shares thereto. Mr. Jean-Pierre Decaux and Mrs. Monique Cohen state that they do not intend to tender their shares to the Offer. Mr. Gérard Degonse supports the transaction and has not indicated its intents. [PARIS _4] 30

31 This Offer and this draft Offer document remain subject to the review of the AMF The other members of the Supervisory Board states their intent to tender to the Offer their Company shares in excess of the minimum holding required under the internal rules of the Supervisory Board (i.e., 1,000 shares), if any. 4 REPORT OF THE INDEPENDENT EXPERT Pursuant to article of the AMF general regulations, the firm Finexsi, represented by Messrs. Olivier Peronnet and Lucas Robin, was appointed as independent expert by the Supervisory Board (Conseil de Surveillance) on March 26, 2015, in order to deliver a report on the financial conditions of the Offer. This report dated May 27, 2015 is fully reproduced below. [PARIS _4] 31

32 The following free translation is provided for information purposes only and is not intended to substitute the original French language document entitled Attestation d équité Offre Publique d Achat Simplifié initiée par JCDecaux SA visant ses propres actions 27 mai 2015, which is the only legally valid document to which reference may be made. FAIRNESS OPINION Simplified Public Tender Offer by JCDECAUX SA for its own shares May 27, 2015

33 Contents 1. About the transaction Background Finexsi s assignment Procedures performed About the JCDecaux group About the Company and the JCDecaux group History JCDecaux s business activities Financial information JCDecaux s main financial indicators Key figures Outlook Outlook and market SWOT analysis Valuation of JCDecaux shares Discarded valuation methods Consolidated net asset value Revalued net asset value Dividend Discount Model Transaction multiples Valuation methods used Share price analysis Brokers target prices Peers trading multiples Discounted cash flow (on a supporting basis) Recent transactions in the Company s share capital (for information purposes) Reference data for JCDecaux Number of shares Adjusted net debt as at December 31, Investments in associates Minority interests Obtaining a valuation of JCDecaux

34 Main valuation methods used Valuation methods used for cross-checking or information purposes Appraisal of the presenting bank valuation report Choice of valuation criteria Application of different criteria Financial information Share price analysis Broker s target prices Peers trading multiples Summary of our work and assessment of the fairness of the price offered Summary of our valuation work Opinion on the fairness of the offer price Single appendix

35 1. About the transaction 1.1 Background The draft offer document ( note d information ) prepared by JCDECAUX SA (hereinafter referred to as JCDECAUX or the Company ), which is the only legally valid document to which reference should be made, contains the following information: Given the strong operating and financial performance of JCDecaux and its subsidiaries (the Group ) resulting in a reduction of its debt, with a net positive cash position of 83.5 million on December 31, 2014, the Executive Board (Directoire) decided to optimize the financial structure of the Group by carrying out the Offer. Within this framework, JCDecaux offers to the shareholders of JCDecaux to buy-back their shares, in the context of the share buy-back program authorized by such general meeting of the shareholders, in the form of a simplified tender offer (the Offer ). This Offer is implemented in accordance with the provisions of article of the AMF general regulations. JCDecaux shares are traded on the Compartiment A of the Euronext Paris market ( Euronext Paris ) under ISIN Code FR The Offer is made for a maximum of 12,500,000 shares representing 5.57% of the share capital of the Company as of April 30, 2015, for a price of EUR40 per share of the Company. If the full number of shares subject to the Offer are tendered, the total consideration will be 500 million. We understand that this constitutes an Offer under french law to French and foreign shareholders with no particular restriction, when their shares are freely transferable, and that the Offer is optional, with each JCDECAUX shareholder free to choose whether or not to tender their shares. Consequences of the Offer We understand that the Offer will not have any material effect on the ownership, governance and operational management of the company. The company s net debt will be increased by the shares buy-back, representing a maximum of 500 million. To the knowledge of the Company, no agreement may have a significant impact on the Offer. No related agreements are stipulated in the draft offer document prepared by JCDECAUX. 4

36 Reduction mechanism in the context of the Offer If the number of shares tendered to the Offer exceeds a maximum of 12,500,000 shares that the Company irrevocably offers to acquire, the rules of reduction specific to the simplified tender offer pursuant to article of the AMF general regulations will be applicable and, for each shareholder responding to the Offer, a reduction to its request will be applied in proportion to the number of shares tendered to the Offer. The Shares that will not be accepted in the context of the Offer due to this proportional reduction mechanism will be returned to their holders. For purposes of the provisions above, the number of shares tendered to the Offer will be rounded, if applicable, to the immediately lower whole number. Intention of JCDECAUX HOLDING and parties acting in concert with it JCDecaux Holding, société par actions simplifiée, with a share capital of 29,522,627.50, having its registered office at 17, rue Soyer, Neuilly-sur-Seine, registered with the Company Registry of Nanterre under number , owns 64.34% of the share capital of the Company as of April 30, 2015 and is its main shareholder. The company JCDecaux Holding, wholly owned by the Decaux family, stated that it will tender to the Offer all the JCDecaux shares it owns (representing 64.34% of the share capital of the Company). The number of its shares tendered to the Offer will be reduced on an equal basis pro rata to the shares tendered by all other shareholders. Messrs. Jean-Claude Decaux, Jean-François Decaux, Jean-Charles Decaux, and Jean- Sébastien Decaux and Mrs. Danielle Decaux, acting in concert with JCDecaux Holding, stated that they will also tender all of their JCDecaux shares to the Offer. 1.2 FINEXSI S ASSIGNMENT FINEXSI EXPERT ET CONSEIL FINANCIER (hereinafter referred to as FINEXSI ) was appointed by the Supervisory Board of JCDECAUX SA on March 26, 2015 as an independent expert to assess the fairness of the financial terms of the Offer pursuant to the Article of the AMF s General Regulations. To fulfil our assignment, we have used the documents and information provided to us by JCDECAUX and GOLDMAN SACHS PARIS INC. ET CIE as presenting bank (hereinafter GOLDMAN SACHS or the presenting bank ). These documents were considered to be accurate and exhaustive and were not subject to any particular checks. We did not seek to validate the historic and forward-looking data used, having checked only the plausibility and the consistency of this information. Our assignment was not to perform an audit of the financial statements, contracts, litigation and any other documents provided to us. 5

37 FINEXSI and its partners are independent within the meaning of Articles et seq. of the AMF s General Regulations and in this respect are able to issue a statement of independence as set out in Article of the AMF s General Regulations, and do not present any conflicts of interest as mentioned in Article 1 of AMF instruction ; have the human and material resources required to fulfil their assignment, as well as insurance or sufficient financial resources to cover the potential risks of this assignment. FINEXSI confirms that it has no known past, present or future links to the persons concerned by the Offer and their advisors that may affect its independence and the objectiveness of its judgement within the framework of this assignment. 1.3 Procedures performed Details of the procedures performed are provided in the Appendix. Our work essentially consisted of: - Assessing the context, as well as the terms of the Offer; - Analyzing the business activity of the JCDecaux group, its development, its forecasts for 2015 and its growth outlook with operational management; - Reviewing recent reports issued by analysts who cover the JCDECAUX shares, as well as resulting consensus forecasts; - Analyzing the valuation information prepared by the presenting bank; - Implementing a multi-criteria approach to valuing JCDECAUX SA; - Preparing a fairness opinion setting out the work done by the independent expert, the valuation of the JCDECAUX shares and its opinion on the fairness of the price offered. As part of our assignment we have looked at the accounting and financial information (financial statements, press releases etc.) published by the Company in respect of the last few financial years. We have performed diligence checks on the legal documentation made available to us within the strict limitations of our duties and with the sole purpose of collecting information useful to our assignment. With regard to analogical valuation methods (transaction and stock market valuations), we have reviewed publicly available information on comparable companies and transactions from our financial databases. JCDECAUX did not provide us with a business plan. In order to assess the intrinsic value of the Company under the discounted cash flow method, we have made estimates based on brokers consensus. 6

38 We also examined the valuation work done by GOLDMAN SACHS as summarized in the draft offer document. Within this framework, we held several meetings with representatives of GOLDMAN SACHS. A quality review was performed by Olivier Courau, Partner, who was not involved in this case. 2. About the JCDECAUX GROUP 2.1 About the Company and the JCDecaux group JCDECAUX SA (hereinafter referred to as JCDECAUX or the Company ) is a limited liability company ( société anonyme ) governed by French law, with a registered office 17 rue Soyer, Neuilly-Sur Seine. JCDECAUX is the holding company of the JCDecaux group, world market leader in out-of-home advertising. As at December 31, 2014, its share capital stood at 3,413,859.37, made up of 223,934,334 shares, all of the same category and fully paid-up. In addition, 2,159,097 shares were exercisable under the five stock option plans in place. The JCDECAUX shares are listed on EURONEXT PARIS (Compartment A). On March 10, 2015, primary shareholder JCDECAUX HOLDING - which is wholly owned by the Decaux family - announced the off-market sale of a block of 12,000,000 shares, representing 5.4% of JCDECAUX SA s share capital. As a result, JCDECAUX HOLDING now owns 64.4% of JCDECAUX SA s share capital and voting rights History Jean-Claude DECAUX launched the street furniture concept in 1964, installing bus shelters financed entirely by advertising in a number of French cities. The concept was a rapid success 7

39 and enabled JCDECAUX to establish its presence in Portugal and Belgium in the 1970s. Over the decades that followed, the group continued to innovate in the area of street furniture, regularly coming up with new equipment and services such as Morris columns, multi-service columns and automatic public toilets. In the late 1990s, the group had operations in Europe, the United States and the Asia-Pacific region. In 1999, JCDECAUX diversified gradually into billboard and transport advertising with the acquisition of the Havas group s Avenir business. The group continued to expand in these three business lines (street furniture, transport and billboard), including operation of advertising spaces in airports, shopping centers, towns and transportation hubs such as railway and subway stations. The company floated on the stock market in 2001 and has since expanded through internal and external growth by means of acquisitions, focusing in particular on emerging markets over the last few years. The group now has an international presence, operating in more than 60 countries worldwide with over 1 million advertising panels. JCDECAUX has more than 11,000 employees and generated consolidated revenues of 2.8 billion in Today, JCDECAUX is present in the three main areas of out-of-home advertising: street furniture, transport and billboard. It is one of the world s top 30 media groups JCDecaux s business activities JCDECAUX operates through three main business lines: street furniture (45.3% of 2014 revenues), transport (38.4%) and billboard (16.3%). - Street furniture: JCDECAUX supplies towns and local authorities with street furniture (bus shelters, public toilets etc.) in exchange for the commercial operation of advertising space available on these facilities. The majority of contracts with administrations and public authorities are subject to a bidding process. Contracts generally cover the supply, installation and maintenance of street furniture by JCDecaux. Some local authorities prefer to receive an advertising royalty fee on the supply of certain complementary non-advertising equipment and services (benches, public refuse bins, electronic newspapers, road signs and bicycle sharing schemes). The group s street furniture contracts last for 10 to 30 years. JCDECAUX also extended its offering to shopping centers. - Transport: 1 Adjusted consolidated revenues as defined in section

40 JCDECAUX manages advertising contracts for airports, subways, trains, trams and other public transportation systems all over the world. The group currently has operations at 140 airports and 279 subway, train, bus and tram concessions in 33 countries. Contracts vary considerably depending on the role the licensor wishes to play in managing advertising space. Contract terms vary significantly and can be between three and 25 years. Agreements usually include a fee paid by JCDECAUX based on revenues generated at advertising sites. - Billboard: JCDECAUX leases display panels in visible locations such as major thoroughfares in towns and conurbations. The billboard business also includes very large-format LED screen advertising and advertising banners. As part of these activities, JCDECAUX leases sites where panels are installed, such as buildings, land and universities. Contracts are usually signed for a period of six years for French private contracts, and depend on the internal regulations in each other country. Duration can be longer in countries where the term is not limited by law. The group s global expansion is based on its innovative offering, particularly in the field of digital technology and services including bicycle sharing system and connectivity. JCDECAUX operates primarily in Europe (61.1% of revenues), in particular France (22.1%), and in the United Kingdom (11.8%). The group also has a strong presence in Asia and the Pacific region, which accounts for 23.3% of revenues. The rest of its operations are in North America (6.0%) and various other locations (9.6%). The group works with local partners within joint ventures. As at December 31, 2014, JCDECAUX held equity stakes in 73 joint ventures present in 22 countries, representing revenues of million (11.8% of the group s total revenues) and operating income of 99 million (15.7% of total operating income). JCDECAUX generates 56% of its revenues and around 63% of net income in foreign currencies. Despite having operations in over 60 countries, JCDECAUX is not very sensitive to exchange rate fluctuations as its subsidiaries in each country operate only in their own region and intra-group 2

41 services and procurement are limited. The group is nevertheless subject to the effects of subsidiaries currency translation Financial information JCDecaux s main financial indicators The main financial indicators have developed as follows since 2013: It should be noted that IFRS 11, applicable since January 1, 2014, now requires joint ventures to be recognized using the equity method rather than proportionally consolidated. However, the group continues to consolidate operating performance data for companies under joint control on a proportional basis in its operational management reporting. This proportional consolidation approach gives a fairer presentation of the economic reality of joint ventures 2. As a result, the information provided below and the analysis that follows show adjusted indicators, i.e. with joint ventures proportionally consolidated: Operating income is a key performance indicator followed by the group and the market. It is defined as revenues less direct operating expenses (excluding spare parts and maintenance) and selling, general and administrative expenses. The group s revenues have grown at a relatively steady rate. In 2014, organic growth (i.e. excluding acquisitions/asset sales and at constant exchange rates) was +3.8%. 2 In compliance with IFRS 8, the Group reports its business segment financial information on this basis (joint ventures proportionate consolidation), and also decided to communicate its financial operating indicators across all segments using this consolidation method (from P&L s revenue to operating income and to free cash flow for cash flow statement). 3

42 Key figures Over the last five years, adjusted revenues by business line have developed as follows: Overall, adjusted revenues have risen steadily since 2010 from 2,350 million to 2,813 million in 2014, representing growth of 19.7% over four years and a compound annual growth rate of 4.6%. Since 2010, street furniture has accounted for 45-49% of adjusted revenues, transport 33-39% and billboard 16-18%, with the breakdown varying depending on acquisitions made by the group and each segment operational performances. The breakdown of adjusted revenues by region has changed slightly since The three most important regions Europe (excluding France and United Kingdom), Asia-Pacific and France - accounted for 73% of adjusted revenues in 2014 compared with 77% in The United Kingdom contributes 12% and has remained stable since 2010, like North America (between 6% and 8%). Other regions (Latin America, Middle East, Africa, Russia, Ukraine and Central Asia) have seen strong growth since 2010 and accounted for 10% of adjusted revenues in 2014 (compared with 4% in 2010). 4

43 Adjusted operating income 3 for the last five years is shown below: JCDECAUX S operating income increased from 279 million in 2010 to 303 million in 2014, reaching a peak of 327 million in It fell to 274 million in 2012 and 220 million in 2013, severely impacted by impairment charges of 45.8 million and million respectively, but rose again significantly to 303 million in Outlook Development strategy According to XERFI S JCDECAUX study of January 2015 and the JCDECAUX 2014 annual report, the company s main strategic priorities are to: - Develop and enhance the attractiveness of the network: JCDECAUX wants to step up its development of high value-added intelligent advertising formats (interconnected and communicating) by means of product and marketing innovations. Notably, the group has developed new connectivity related services, such as Small cells. Small cells help to increase mobile network coverage by installing relay transmitters on existing street furniture. A project took place in Amsterdam in 2014 in partnership with Vodafone concerning the installation of 200 small cells on JCDECAUX bus shelters. - Strengthen its geographical presence: Since 2005, JCDECAUX has increased its number of equity investments and strategic acquisitions in the sector in the world s key markets. This trend is set to continue, particularly in buoyant markets presenting strong growth potential such as Asia, Latin America, Middle East and Africa). 3 Operating income less depreciation, amortization and provisions, impairment of goodwill, maintenance parts and other operating income and expense. 5

44 - Develop its high-end positioning: The development of digital technologies is now one of the strategic priorities of the JCDECAUX group, which intends to respond to advertisers growing interest in interconnected intelligent media. The group wants to stand out from its competitors by highlighting the complementarity of its activities, which allow it to offer advertisers multiformat and multi-media services Outlook and market The out-of-home advertising market consists of three main activities, namely advertising on street furniture, advertising on and in means of transport, and billboard advertising. In 2013, 7% of worldwide advertising market expenditure was dedicated to out-of-home advertising, up relative to By way of comparison, the worldwide advertising market is dominated in terms of investment by broadcast (40% of expenditure), press (25%) and the internet (21%). The out-of-home advertising market is growing at different rates depending on the region. Growth is limited in traditional regions, with weak penetration of the overall advertising market (6.6% in Western Europe, 4.7% in North America and 4.2% in Latin America). Meanwhile, the market is being driven by the rapid growth of the Asia-Pacific region, which had a penetration rate of over 10% in This growth is being fuelled by the urbanization of emerging regions. In this context, JCDECAUX will be able to benefit in the years ahead from a generally growing market. While traditional markets (particularly in Europe) seem to have reached maturity, growth will come from emerging markets (Asia, Latin America, Africa and Middle-East). The sector s momentum will be supported by an increasingly dense urban population, with a sharp increase in the number of users of airports and subway systems, and growing demand among advertisers for digital technology. Uncertainty about the market s prospects relates to restrictive regulations concerning advertising space, which could become more and more limiting in the future. This could have a negative impact on capacity for display advertising or the installation of street furniture, hampering the growth of out-of-home advertising companies. However, these restrictions may also favor JCDECAUX S policy of focusing more on premium locations, and generating scarcity leading to a better maintained devices commercial valorization. 6

45 2.4. SWOT analysis The Company s strengths and weaknesses, as well as the threats and opportunities it faces in its markets, are summarized in the following chart: 7

46 3. Valuation of JCDECAUX shares In accordance with the provisions of Article of the AMF s General Regulations, we have performed our own multi-criteria valuation of the Company s shares Discarded valuation methods In the course of our work, the following valuation methods have not been retained: Consolidated net asset value Net asset value is generally not considered to be representative of the intrinsic value of a company insofar as it does not factor in the outlook in terms of growth and profitability, or any capital gains on assets. For information, consolidated net asset value (attributable to the group) as at December 31, 2014 was 2,662.2 million with 223,934,334 outstanding shares. On a fully diluted basis, consolidated net asset value would be 2,715.8 million 4 (after the exercise of the 2,159,097 in the money stock options 5 with an average unit price of 24.82), equal to a per share value of Revalued net asset value The revalued net asset value method consists in correcting the net asset value of unrealized capital gains or losses identified on assets, liabilities or off-balance sheet. This method is appropriate to assess the value of holding companies or real estate investment companies, and is particularly well suited to companies whose main assets have a value on a market independently of whether they are included in an operating process, which is not the case for JCDECAUX Dividend Discount Model This method assesses the value of the company s equity by discounting future dividends. This approach depends on the dividend payout policy set by the management and gives a better valuation of companies with the highest payout rates, without taking into account the mediumterm impact of arbitrages between payouts, cash flow and capex. This method values a minority stake and therefore does not appear appropriate in the present case of an offer available to all shareholders. We do not consider it relevant to use discounted dividends given that future dividends are implicitly included in the discounted cash flow (method used for cross-checking purposes. 4 = Net asset value [ 2,662,2m] + cash from the exercise of stock options [ 53.6m] = 2,715.8m. 5 An option is said to be an in the money when the current market price of the stock is above the strike price of the option. 8

47 Transaction multiples This method is based on the analysis of the company s value through multiples resulting from comparable transactions which recently took place in the same business sector. The main limitation of this method is the availability and reliability of information from truly comparable transactions. Over the last two years, we have identified only one transaction regarding the acquisition of a minority stake in the advertising communications sector. We have considered that the sample was not large enough to retain this method Valuation methods used We adopted a multi-criteria approach, which includes primarily the following references and valuation methods: - Share price analysis; - Brokers target prices; - Peer trading multiples. Since there is no business plan established by the management to which to refer, the intrinsic discounted cash flow method has been used for cross-checking purposes only, on the basis of consensus forecasts. We also analyzed the recent transaction on the JCDECAUX capital, however shown on an indicative basis Share price analysis The JCDECAUX shares are currently listed on compartment A of EURONEXT PARIS (ISIN code FR ). The share price is an instrument for measuring the price of the Company s freely tradable shares subject to sufficient free float and liquidity. Before the transaction, on the basis of the information shown in the table in Section 2.1, free float was 28.7%. Following the sale of the 5.4% share block by JCDECAUX HOLDING on March 10, 2015, free float now stands at around 34%. On the basis of the last share price before the announcement, i.e. March 4, 2015, trading volumes in the shares and resulting turnover rates were as follows over a 24-month period: 9

48 JCDecaux - Share price performance Price ( ) Average traded volume (K units) Cumulated traded volume (K units) Average traded capital (K ) Cumulated traded capital (K ) % of capital traded (average) % of capital (1) % free float (2) % of capital traded (cumulated) % of free float traded (average) % of free float traded (cumulated) Spot (03/04/2015) 32, ,07 % 0,07 % 0,23 % 0,23 % 1month VWAP (3) 32, ,05 % 1,05 % 0,18 % 3,61 % 3months VWAP 30, ,06 % 3,49 % 0,20 % 11,99 % 6months VWAP 27, ,06 % 8,12 % 0,22 % 27,92 % 12months VWAP 27, ,06 % 15,06 % 0,20 % 51,52 % 24months VWAP 26, ,06 % 32,89 % 0,22 % 111,50 % (1) : Calculated on the basis of the number of shares provided by Capital IQ. (2) : Calculated on the basis of the free float provided by Datastream. (3) VWAP : volume-w eighted average price. Sources : Capital IQ, Datastream and Finexsi analysis. Over the last 12 months (prior to March 4, 2015), the trading volume of JCDECAUX shares was 33,716 thousand shares, equal to around 132 thousand shares per trading day. Over the same period, the free float turnover rate was 51.52%. If these observations are extended over 24 months, the trading volume rises to 73,644 thousand, equal to 144 thousand shares per trading day, with a free float turnover rate of %. We believe that the stock has sufficient liquidity to use the share price as a relevant reference. JCDECAUX S share price performance was as follows between March 5, 2013 and March 4, 2015: To summarize, as regards the recent performance of the JCDECAUX shares, it can be noted that overall the share price has followed an upward trend, in particular since October 2014, reaching a peak before offer announcement of 33.3 on February 23, It has not reached the proposed Offer price at any time during the period in question. The share price has performed as follows since the Offer was announced: 10

49 The announcement of the Offer coincided with the announcement of the company s 2014 results. The share price, which had been following an upward trend, continued to rise to on March 9, before dropping 4.5% on March 10, the date the sale of a block of shares by primary shareholder JCDECAUX HOLDING SAS was announced (Cf ). The shares then began to climb again, reaching on May 26, 2015, with a peak of on May 21, The JCDECAUX shares present a high free float and high trading volumes. The stock is also covered by financial analysts. Under these conditions, the criterion of share price appears to be representative and will constitute one of the main criteria used Brokers target prices This method consists in determining the value of a company on the basis of target prices published by financial analysts. Financial analysts who cover the stock provide information in varying levels of detail about estimates and make multi-criteria valuations on the basis of month share price performance. The JCDECAUX shares are covered on a regular basis by 20 analysts. In this respect, we have also regarded this as one of the main methods to be used. 11

50 The JCDECAUX shares are covered by the following analysts: Peers trading multiples The peer comparison method consists in assessing the implicit value of a company by applying the trading multiples of listed companies operating in the same sector of activity to key profit indicators that are considered to be relevant. We have identified three companies sufficiently comparable to JCDECAUX in terms of size, business activity and market and for which forecasted data is available. Our analysis focused on EBITDA 6, the most appropriate profit indicator, as generally acknowledged, as it limits the impact of distortions resulting from the different depreciation policies of companies in the sample. We have applied the multiples observed over the same periods for companies in the sample to JCDECAUX s estimated EBITDA for 2015 and Discounted cash flow (on a supporting basis) This method consists in determining the intrinsic value of a company by discounting operating cash flows as stated in a business plan at a rate reflecting the rate of return that the market would require of the company, taking account of a terminal value at the end of the plan. The JCDECAUX group has prepared its business forecasts for the current year, which we have obtained, but does not have any forecasts beyond this year. There is therefore no business plan from management to which to refer. Within this framework, the group does not publish estimates 6 EBITDA: current operating income + depreciation, amortization and provisions net of reversals. 12

51 and has only provided the market with guidance for the current quarter. In order to estimate the company s intrinsic value using a DCF approach, we have estimated projected cash flow on the basis of analysts consensus forecasts for 2015 to 2017 and have then extrapolated this information until Cash flow has been discounted at the weighted average cost of capital (WACC) 7, calculated for the Company. The terminal value is calculated at the end of the explicit period (i.e. 2024) on the basis of normative cash flow discounted to infinity taking account of estimated long-term growth for these cash flows. This method is used to recognize the value attributable to the company s development prospects. In addition to the fact that forward-looking information is uncertain in nature, we would also highlight the fact that: - the method values 100% of a Company whereas the current Offer concerns less than 6% 8 of the Company s share capital as at May [XX], It therefore constitutes an upper valuation reference; - Use of the discounted cash flow method assumes the communication of a business plan prepared by management and discussion with management about the terms of implementation, as well as a comparison with information taken from the group s reporting, which is not the case for JCDECAUX. Given the absence of forecasts validated by management, the valuation of the JCDECAUX shares using the discounted cash flow method is provided only for cross-checking purposes Recent transactions in the Company s share capital (for information purposes) This method consists in valuing the Company in reference to major recent transactions concerning its share capital. In this case, we have looked at the recent off-market sale of a 5.4% block of JCDECAUX SA S share capital by JCDECAUX HOLDING S.A.S on March 10, 2015, for information purposes only Reference data for JCDECAUX Number of shares Our calculations are based on the number of shares 13utstanding (223,934,334 shares as at December 31, 2014) plus: - Bonus shares vested since December 31, 2014 (13,076 shares); 7 WACC by country, weighted by each country s contribution to operating income. 8 = maximum Offer s shares number (12,500,000 shares) / Company s social capital as at April 30 th 2015 (224,393,412 shares). 13

52 - The number of shares resulting from the exercise of stock options in the money (2,159,097 shares) 9. This gives a total of 226,106,507 shares. The exercising of stock options between December 31, 2014 and the date of this report (388,021 options exercised resulting in the issuing of 388,021 new shares) has not impacted the number of shares applied for the purposes of our valuation as we have made the assumption that all exercisable and in the money options are exercised prior to the Offer. It should be noted that JCDECAUX does not hold any treasury stock Adjusted net debt as at December 31, 2014 The adjustment allowing for the transition from enterprise value to equity value was determined on the basis of JCDECAUX S cash and debt as shown in the consolidated financial statements to December 31, Apart from borrowings and similar debt, marketable securities and cash and cash equivalents, which constitute net debt and do not give rise to any particular comments, we have included the following main items in net debt: (1) The group s share in free cash flow of joint ventures, when this does not appear subject to any notable restrictions with regard to its transferal to shareholders; (2) Debt-related provisions, after tax; (3) The tax saving relating to tax loss carryforwards: the total amount of activated tax losses has been applied and half of non-activated tax losses in order to take into consideration the uncertainty relating to their use and the effect of discounting on the allocation of these losses on a long-term horizon; (4) Potential cash flow relating to the exercise of stock options in the money in order to be consistent with the number of shares used in our calculations. After restatements, adjusted net debt is an adjusted net cash position of million: 9 The cash impact of the exercising of stock options is factored into adjusted net debt (Section 3.3.2) 14

53 Investments in associates Investments in associates 10 (net book value of million as at December 31, 2014) relates to nine companies, the largest of which is listed company APG SGA SA, of which JCDECAUX owns 30%. The shares held in this company were valued on the basis of the weighted average share price over three months to May 19, 2015 (i.e. CHF 365.6). For other companies, investments in associates have been recognized at their net book value as at December 31, 2014 in the absence of any material unrealized capital gains identified. The value of investments in associates is therefore recognized as million Minority interests Commitments to buy out minority interests have been signed with certain minority shareholders in particular with regard to Progress and its stake in Gewista Werbe GmbH representing a total of million. These minority interests have been valued on the basis of the estimated purchase price. For other minority interests, the net book value has been applied. Minority interests therefore represented million at December 31, These interests have been deducted from the equity value in order to determine the group share shareholder s equity. 10 Excluding joint ventures, taken into account proportionally in the considered flows and EBITDA. 15

54 3.4. Obtaining a valuation of JCDECAUX Main valuation methods used Reference to the JCDECAUX share price Below we present the volume-weighted average price as at March 4, 2015, the last trading day before the Offer was announced, as well as after this date in order to take account of the 2014 results announcement: JCDECAUX share price has not reached the Offer price at any point over the last two years. The Offer price presents a premium of 21.8% to the spot price of March 4, 2015 and premiums of 22.6% to 31.2% to the 1-month to 24-month volume-weighted average price. Since March 4, 2015, the share price has risen and the average price between March 4, 2015 and May 26, 2015 was The Offer price presents a premium of 19.4% to this price. 16

55 Target prices The latest recommendations from analysts who cover the JCDECAUX shares (after the 2014 results) are summarized below: The average target price is Analysts target prices appear relatively consistent, with the exception of that of Bank of America Merrill Lynch, which is 37% higher than the second-highest target price in absolute terms 11. Under these conditions, we would apply a target price range of between 30 and 40, excluding this highest target. The Offer price presents a premium of 10.6% to the average target price Peers trading multiples Given JCDECAUX S presence in the three main areas of out-of-home advertising, its international presence and its market-leading position, there are no fully comparable companies. However, we have identified the following listed companies that operate in the out-of-home advertising sector: - APG SGA is a Swiss company specializing in out-of-home advertising. It operates primarily in Switzerland and has over 600 employees. Its main business activity is the leasing of advertising spaces. In 2014, APG SGA generated revenues of CHF 311 million ( 259 million). JCDECAUX SA owns 30% of this listed company. 11 The Bank of America Merrill Lynch target price is much higher than that of other analysts. The bank s estimates factor in rapid and substantial growth of the small cells business. 17

56 - LAMAR is a US company specializing in out-of-home advertising. It has more than 315,000 locations in the United States, Canada and Puerto Rico. It has the largest digital display advertising network in the United States. In 2014, LAMAR generated revenues of $1.3 billion ( 1.0 billion). - STROËR is a Germany company specializing in out-of-home advertising. With more than 230,000 advertising spaces in Germany, it is the country s No. 1 in out-of-home advertising. STROËR also operates in Turkey and Poland and to a lesser extent in the United Kingdom, Belgium, Spain and the Netherlands. In 2014, STROËR generated revenues of 721 million. - CLEAR CHANNEL OUTDOOR is a US company specializing in out-of-home advertising. With more than 640,000 advertising spaces worldwide, it is one of the world market leaders. It also has operations in Asia, Australia, South America and Europe. In 2014, it generated revenues of $3 billion ( 2.2 billion). - OUT FRONT MEDIA is a US company specializing in out-of-home advertising. It is one of the market leaders in the United States with 400,000 advertising spaces. With operations in more than 180 cities in the United States, Canada and Latin America, OUT FRONT MEDIA generated revenues of $1.4 billion ( 1.0 billion) in OOH! MEDIA is an Australian company specializing in out-of-home advertising. It operates primarily in Australia and New Zealand. Its advertising locations are situated mainly in shopping centers, airports and places with heavy footfall in urban areas (universities, sports centers etc.). OOH! MEDIA generated revenues of $261 million ( 197 million) in LAMAR and OUT FRONT MEDIA are REITs (Real Estate Investment Trusts) and as such benefit from preferable taxation. OOH! MEDIA has a much smaller market capitalization than JCDECAUX and other comparables of around 330 million. We therefore consider that it is appropriate to present a sub-sample made up of APG SGA, STROËR and CLEAR CHANNEL OUTDOOR, which we consider to be the most comparable to JCDECAUX. Results from the broader sample are only shown for illustrative purposes. The share price applied to determine the enterprise value of each of these companies is the 3- month volume-weighted average closing price as at May 19, We obtain the following multiples on the basis of estimated indicators taken from analysts consensus forecasts 12 for 2015 and 2016: 12 Estimate taken from Datastream as at May

57 By applying these multiples to estimated EBITDA for 2015 and 2016 taken from analysts consensus forecasts, we obtain a valuation range for JCDECAUX of 35.6 to 37.3 per share. Should we consider the expanded sample, the valuation range would be between 36.7 and 37.8 per share, which seems to confirm the result in question Valuation methods used for cross-checking or information purposes Discounted cash flow Use of the discounted cash flow method assumes the communication of a business plan established by the management and discussion with the management about the terms of its implementation, as well as a comparison with information taken from the group s reporting. As we have stated above, management told us that it does not prepare a business plan. Against this backdrop, the value of the JCDECAUX shares using the discounted cash flow method is provided only for cross-checking purposes Consensus business plan The Company informed us that it did not establish any business plan. Nor does it provide any guidance beyond the current quarter. In view of this, we referred to analysts consensus forecasts, looking at business plans for each segment taken from recent reports by analysts covering JCDECAUX, published after the 2014 results announcement, for 2015 to This includes operating flows from joint ventures proportional to the stake owned by JCDECAUX in these entities. The company confirmed that it has not identified any incorrect statements in analysts reports concerning information it has provided. Analysts forecasts did not require any significant corrections. 19

58 Some analysts business plans include different assumptions, such as a development scenario for the small cells business within the street furniture segment, even though it is not possible to determine the precise impact of this on The majority of analysts have factored in the as yet unfinalized acquisition of CONTINENTAL OUTDOOR (acquisition of 70% announced in December 2014) as of mid We have not made any adjustments to this assumption. In the interests of consistency, we have assumed a level of capex corresponding to the price estimated by analysts. However, analysts have not factored in the acquisition of CEMUSA, for which it was announced in March 2014 that an agreement had been signed. The deal has not been finalized and is subject in particular to the approval of the City of New York on the change of control. The various elements of the business plans contributing to the consensus provide a basis for a cash flow-based approach Extrapolation of business plans Beyond 2017, we have extended the explicit business plan period until 2014, stating on a straight-line basis revenue growth rates for the street furniture segment until a perpetual growth rate of 1.5% is reached. Revenue growth for the transport and billboard segments have been maintained over the explicit period with perpetual growth rates of 2.5% and 1.0% respectively. The resulting average annual growth rates are consistent with the rates observed from 2005 to By extrapolating the trend observed to the consensus, we have assumed improvement in operating margin for the street furniture and billboard segments from 34.0% to 35.0% and from 13.5% to 14.0% respectively. For the transport segment, operating margin is estimated at around 17.0% for the remainder of the explicit period and in terms of terminal value. Average operating margin is therefore 23.9% for , in line with the average for the period from (24.1%). An income tax rate of 31% has been assumed. This corresponds to the group s weighted average tax rate on an adjusted basis, including the French CVAE tax on business added value, tax credits, taxes on distributions of income and tax withholdings. The WCR is estimated at 0.8% of revenues, based on the adjusted average WCR for 2013 and Capital expenditure has been estimated for each segment. For 2015, this is based on the capex/revenue ratio for After 2015, capital expenditure has been inflated by 1.0% a year and additional costs have been factored in for the street furniture segment in 2018 and 2024, mainly to take account of the updating of the bicycle sharing fleet. 20

59 Valuation work Normative levels Normative revenues have been determined by applying to 2024 levels for each segment the different perpetual growth rates operating income rate for each segment has been applied on a normative basis. The WCR change is zero in terms of terminal value. Capital expenditure and depreciation and amortization have been aligned at the same level at the end of the plan. Lastly, we have assumed a normative income tax rate equal to previous years. Perpetual growth On the basis of the analysis carried out, including in particular the reference to analysts reports, we have assumed perpetual growth rates of 1.5% for street furniture, 2.5% for transport and 1.0% for billboard, representing an overall perpetual growth rate of 1.9%. It can be noted that an average perpetual growth rate of 1.9% is at the upper end of the usual range, which appears favorable to shareholders. Sensitivity analysis was performed between -0.50% and +0.50%. Discount rate We have applied the weighted average cost of capital (WACC) in order to discount future cash flow on the basis of: - A risk-free rate of 1.06% corresponding to the average TEC 10 OAT rate (1-year average to May 19, Source: BANQUE DE FRANCE); - A risk premium of 6.06% (1-year average to May 2015 of EPSILON / ID MIDCAPS RISK PREMIUMS Source: EPSILON / ID MIDCAPS); - JCDECAUX unlevered beta of 1.07 (1.14 relevered - Source: CAPITAL IQ); - A target gearing of 10%, due to the proposed acquisition of 10% of share capital within the framework of the current Offer. We have also applied risk premiums for each country (Source: DAMODARAN) for the main contributing countries. The WACC for each country calculated in this way has been weighted by each country s contribution to operating income in the 2015 budget. The group s average WACC therefore stands at 8.10%. Valuation calculations On this basis, the enterprise value is 7,193.8 million, including a terminal value of 4,229.9 million (59% of the total value). 21

60 Taking account of the group s net cash position, investments in associates and minority interests, the amount of equity attributable to the group stands at 7,599.4 million, equal to 33.6 per share. The sensitivity of JCDECAUX S per share value to a combined change in the discount rate (from points to +0.5 points) and the perpetual growth rate (from -0.5 points to +0.5 points per segment) is shown below: On the basis of this analysis, we have assumed a range of per share values of 30.5 to 37.6, with a central value of The proposed price presents a premium of 19% to the central value obtained on the basis of this discounted cash flow analysis Recent transactions in the Company s share capital On March 10, 2015, JCDECAUX HOLDING SAS announced the successful sale of a block of 12,000,000 JCDECAUX S.A. shares, representing around 5.4% of the company s share capital, at a price of 31.5 per share. As this concerns the off-market sale of a 5.4% share block, the sale price presents a significant discount and does not constitute a relevant benchmark within the framework of this Offer. 22

61 4. Appraisal of the presenting bank valuation report GOLDMAN SACHS, acting as presenting bank on behalf of JCDECAUX SA, prepared the information to be used to assess the Offer price shown in Section 2 of the offer document. Regarding the valuation work performed by GOLDMAN SACHS we analyzed the criteria used as well as the value obtained as presented in the Offer document. We also obtained complementary information during several meetings with the representatives of GOLDMAN SACHS Choice of valuation criteria We agree with the presenting bank on its choice of valuation methods, namely share price, analysts target prices and multiples of comparable listed companies. The presenting bank has not included the discounted cash flow valuation arguing that the company does not provide a business plan and does not give any guidance to the market on its expected performance. As far as we are concerned, we have looked at this criterion for crosschecking purposes on the basis of data taken from analysts estimates. Apart from the DCF approach, the methods not retained are the same. Our main remarks related to the implementation of the different criteria are stated below Application of different criteria Financial information The presenting bank has applied a diluted number of shares, based on the number of shares declared by JCDECAUX as at April 30, 2015 (224,393,412), adjusted for the dilutive effect of the stock-options still exercisable as at April 30, 2015 (representing up to 2,198,326 shares). We have applied a diluted number of shares of 226,106,507, based on the number of outstanding shares as at December 31, 2014, plus the acquisition of bonus shares since this date and shares to be issued following the exercise of stock options in the money. The impact of cash relating to the exercising of stock options has been factored into net debt and not deducted from the total number of shares, as in the case of the share buyback method applied by the presenting bank. GOLDMAN SACHS uses an adjusted net cash position of 11 million, investments in associates of 400 million, minority interests of - 24 million (negative interests) and commitments to buy minority interests for 118 million, thus representing an positive adjustment from enterprise value to overall equity value of 316 million, while we have assumed a total amount of million. The difference is set out below: 23

62 (1) Adjustments to net debt ( million) are presented and explained in Section (2) We have not included pension liabilities in debt, considering these to be factored into future cash flow, in the absence of a peak in the age pyramid. (3) The difference relative to the valuation of investments in associates relates to the valuation of APG SGA, stated according to its share of market capitalization based on the spot price as at May 25, 2015 for GOLDMAN SACHS as opposed to the 3-month volumeweighted average share price as at May 19, 2015 for FINEXSI. (4) We have used the actual value of minority interests by replacing the book value with commitments to buy out these minority stakes where such commitments exist. The presenting bank considered the minority interests and the related commitments at their book value. Overall, the difference comes to 89.6 million, less than 2% of the enterprise value of JCDECAUX, it being noted that our approach is more favorable for the shareholder Share price analysis We do not have any particular comments to make regarding the presenting bank s analysis of the share price. However, it should be noted that we have calculated average share prices on the basis of closing prices. We have not had information about what basis GOLDMAN SACHS used to calculate its averages, which however does not present any significant differences Broker s target prices We have looked at 18 analyst reports published after the 2014 results announcement, while GOLDMAN SACHS looks at 19. We have not included target prices taken from the Gilbert Dupont report of March 2, 2015 and the Crédit Suisse report of March 3, 2015, as these precede the 2014 results announcement. However, we have taken into account the Liberum report, which was not used by GOLDMAN SACHS. The presenting bank presents a median target price of 36.0, compared with our average of

63 Peers trading multiples Our restricted sample is the same as the sample of the presenting bank. We also present the expanded sample that includes US companies subject to specific tax rules. The difference relates mainly to the calculation of enterprise value, based on the spot price as at May 25, 2015 for GOLDMAN SACHS, while we based our calculation on the 3-month average share price as at May 19,

64 5. Summary of our work and assessment of the fairness of the price offered 5.1. Summary of our valuation work On completion of our work, the price offered within the framework of the Offer of 40 per share presents the following premiums relative to the values obtained using the valuation methods we deemed relevant: 5.2. Opinion on the fairness of the offer price The voluntary tender Offer is available to JCDECAUX SA shareholders, without distinction between minority shareholders and the majority controlling shareholder, who has notified his intention to tender all his shares to the Offer. The Offer is a share buyback for cancellation purposes (up to a maximum of 12,500,000 shares), in the same proportions for each shareholder tendering its shares to the Offer. It will not lead to a change of control, and will have no impact on the group operational management and its strategic direction. It should also be noted that the offered price represents a premium compared to the results of each of the criteria set out in this report. In particular, it represents a premium of 7.16% to 31.25% compared to the most relevant criteria (last share price preceding the Offer s announcement date, weighted average prices preceding the Offer s announcement date, average brokers target price and market peers). The proposed transaction therefore offers shareholders a partial liquidity of their shares at a premium price compared to the share price. This offer will not have any significant consequence for the JCDECAUX SA Group other than an increase in financial leverage in due proportion of the shares buy-back. 26

65 In this context and on this basis, we are of the opinion that the price of per share offered is fair from a financial point of view for the shareholders of JCDECAUX SA. Furthermore, to our knowledge, there is no agreement related to the Offer that may undermine the fair treatment of the shareholders from a financial point of view. Paris, May 27, 2015, FINEXSI EXPERT & CONSEIL FINANCIER Lucas ROBIN Olivier PERONNET Attached: Single appendix 27

66 Single appendix About FINEXSI EXPERT ET CONSEIL FINANCIER: The activities of FINEXSI EXPERT ET CONSEIL FINANCIER (FINEXSI) are regulated by the ORDRE DES EXPERTS COMPTABLES and the COMPAGNIE NATIONALE DES COMMISSAIRES AUX COMPTES. Its main activities are as follows: Statutory Auditors; Acquisitions and disposals of businesses; Mergers and transfers of assets; Valuations and independent appraisals; Help with legal disputes. To allow it to successfully perform its duties, the majority of the firm s employees have a high level of experience and expertise in each of these specialist areas. List of independent appraisal assignments conducted by FINEXSI over the last 24 months: Membership of a professional body recognized by the Autorité des Marché Financiers: FINEXSI EXPERT & CONSEIL FINANCIER is a member of the APEI (Association Professionnelle des Experts Indépendants), a professional body recognized by the AUTORITÉ DES MARCHÉS FINANCIERS in accordance with Article of its General Regulations. In addition, FINEXSI EXPERT & CONSEIL FINANCIER applies procedures intended to protect the firm s independence, avoid conflicts of interest and ensure the quality of the work performed in each assignment and the quality of reports before they are issued. Payment received: Our payment for this assignment amounts to 125,000, excluding taxes, fees and disbursements. Description of procedures performed The following detailed schedule of works has been implemented: 28