NHOA : News releases during takeover bids / Takeover bids Terms of availability of the draft Offer Document or the draft Offer Document in response

This document is an unofficial English-language translation of the legal press release (communiqué normé) relating to the filing of the draft simplified tender offer with the French Autorité des marchés financiers on July 8, 2024, and is provided for information purposes only. In the event of any discrepancies between this unofficial English-language translation and the official French document, the official French document shall prevail.

Not for publication, dissemination or distribution, directly or indirectly, in the United States of America or any other jurisdiction

in which the distribution or dissemination of this Press Release is unlawful.

This Press Release does not constitute an offer to purchase any securities. The Offer described hereinafter may only be opened

after the clearance of the French Autorité des marchés financiers.

PRESS RELEASE DATED JULY 8, 2024

RELATING TO THE FILING OF THE

DRAFT SIMPLIFIED TENDER OFFER

FOR THE SHARES OF THE COMPANY NHOA S.A.

INITIATED BY TAIWAN CEMENT EUROPE HOLDINGS B.V.,

A SUBSIDIARY OF

PRESENTED BY

PRESS RELEASE RELATING TO THE FILING OF A DRAFT OFFER DOCUMENT (PROJET DE NOTE

D'INFORMATION) PREPARED BY TAIWAN CEMENT EUROPE HOLDINGS B.V.

PRICE OF THE OFFER:

EUR 1.10 per NHOA share

DURATION OF THE OFFER:

10 trading days

The timetable for the simplified tender offer referred to herein (the "Offer") will be set out by the French

Autorité des marchés financiers (the "AMF") in accordance with provisions of its general regulation (the "AMF

General Regulation").

This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

This press release relating to the filing with the AMF on July 8, 2024 of the draft simplified tender offer for the shares of NHOA was prepared and issued by Taiwan Cement Europe Holdings B.V. in accordance with the provisions of Article 231-16, III of the AMF General Regulation (the "Press Release").

The Offer and the draft offer document filed today with the AMF (the "Draft Offer Document") remain

subject to the review of the AMF.

IMPORTANT NOTICE

In accordance with the provisions of Article L. 433-4 II of the French Code monétaire et financier and Articles 237-1et seq. of the AMF General Regulation, in the event that, at the closing of the Offer, the number of NHOA shares not tendered in the Offer by the minority shareholders of NHOA (with the exception of NHOA free shares subject to a holding period and subject to a liquidity mechanism and/or assimilated to the shares held, directly or indirectly, by the offeror) does not represent more than 10% of the share capital and voting rights of NHOA, TCEH intends to require the AMF, at the latest within three (3) months following the closing of the Offer, to implement a squeeze-out procedure (retrait obligatoire) for the NHOA shares not tendered in the Offer (other than the NHOA free shares subject to a holding period and subject to a liquidity mechanism and/or assimilated to the shares held, directly or indirectly, by the offeror) to be transferred to TCEH in return for compensation per share equal to the offer price, i.e., €1.10 per NHOA share.

The Draft Offer Document is available on the websites of the AMF (www.amf-france.org), and of TCC Group Holdings Co., Ltd (www.tccgroupholdings.com/en/) and the Company (www.nhoagroup.com), and may be obtained free of charge from Crédit Agricole Corporate and Investment Bank:

12 place des Etats-Unis

CS 70052

92547 Montrouge Cedex

The information relating to, in particular, the legal, financial and accounting characteristics of Taiwan Cement Europe Holdings B.V. will be made available to the public, pursuant to Article 231-28 of the AMF General Regulation, no later than the day preceding the opening of the simplified tender offer. A press release will be issued to inform the public of the manner in which this information will be made available.

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This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

1. PRESENTATION OF THE OFFER

Pursuant to Title III of Book II, and more specifically Article 233-1, 1° et seq. of the AMF General Regulation, Taiwan Cement Europe Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its registered office at Strawinskylaan 3051, 1077 ZX, Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 82637970 ("TCEH" or the "Offeror"), irrevocably offers to all the shareholders of NHOA S.A., a société anonyme à conseil d'administration, with a share capital of EUR 55,039,352, having its registered office at 93 boulevard Haussmann, 75008 Paris, France, registered with the Trade and Companies Register of Paris under number 808 631 691 ("NHOA" or the "Company"), to acquire in cash all of their shares in the Company, whether outstanding or to be issued, which are admitted to trading on Compartment B of the regulated market of Euronext Paris ("Euronext Paris") under ISIN Code FR0012650166, ticker symbol "NHOA.PA" (the "Shares"), other than the Shares held, directly or indirectly, by the Offeror, at the price of EUR 1.10 per Share (the "Offer Price"), as part of a simplified tender offer, the terms and conditions of which are described hereinafter (the "Offer").

The Offeror is an indirect subsidiary of TCC Group Holdings Co., Ltd (formerly known as Taiwan Cement Corporation), a company organized under the laws of the Republic of China (Taiwan), whose registered office is at No. 113, Section 2, Zhongshan North Road, Taipei City 104, Taiwan ("TCC", and, together with its subsidiaries other than the Company and its subsidiaries, the "TCC Group").

As of the date of the Draft Offer Document, TCEH holds 244,557,486 Shares, representing 88.87% of the Company's share capital and theoretical voting rights.

The Offer targets all Shares that are not held, directly or indirectly, by the Offeror:

• which are already issued - i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of 30,639,274 Shares; and
• which could be issued before the closing of the Offer, as a result of the vesting of the Free Shares other than the Blocked Shares (as such terms are defined in Section 2.5 of this Press Release), subject to the satisfaction of the applicable performance conditions - i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of 184,414 Free Shares;

i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of Shares targeted by the Offer equal to 30,823,688.

Blocked Shares are not included in the Offer, subject to the lifting of holding periods provided for by applicable law and regulations. Holders of Blocked Shares, namely Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu, will be offered the possibility to benefit of a liquidity mechanism as set forth in Section 2.5.2 of this Press Release. The situation of holders of Free Shares in relation to the Offer is described in Section 2.5 of this Press Release.

To the knowledge of the Offeror as of the date of the Draft Offer Document, the Company holds no treasury Shares and there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the Shares and the Free Shares.

The Offer, which will be followed, if the required conditions are met, by a squeeze-out procedure pursuant to Article L. 433-4, II, of the French Code monétaire et financier and Articles 237-1et seq. of the AMF General Regulation, is carried out in accordance with the simplified offer procedure governed by Articles 233-1et seq. of the AMF General Regulation. The Offer will be open for a period of ten (10) trading days,

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This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

it being noted that the Offer will not be reopened following the publication of the final result of the Offer by the AMF given the Offer is carried-out under the simplified procedure.

The Offer is presented by Crédit Agricole Corporate and Investment Bank which guarantees, in accordance with the provisions of Article 231-13 of the AMF General Regulation, the content and the irrevocable nature of the commitments undertaken by the Offeror in connection with the Offer.

1.1 Background and reasons for the Offer

1.1.1 Reasons for the Offer

The shareholding of TCC in the Company dates back from 2021 when TCC acquired, through its subsidiary TCEH, approximately 60.48% of the share capital of NHOA (which was then formerly known as Engie EPS S.A.) indirectly from ENGIE S.A. A mandatory tender offer was then launched by TCEH, which closed on September 23, 2021, following which TCC, indirectly through its subsidiary TCEH, held 65.15% of the share capital of NHOA.

The Offer is motivated by several factors. NHOA's development requires significant investments that will be easier to decide on and implement as a non-listed company: effectively, a private ownership would enable NHOA to more efficiently implement long-term strategies without the pressures of the capital markets' expectations and sensitivity to share price fluctuations.

Furthermore, given the current structure of NHOA's shareholder base and the low volume of trading, the listing is not particularly beneficial for NHOA. A delisting of the Shares from Euronext Paris would enable the simplification of NHOA's legal structure, and eliminate the costs and other burdens associated with running a publicly listed company.

In this context, TCC announced on June 13, 2024 its intention to file, indirectly through its subsidiary TCEH, a simplified tender offer for the Shares at the Offer Price.

As announced in a press release issued by the Company on June 17, 2024, the Company's Board of Directors decided, on June 16, 2024, to set up an ad hoc committee, consisting of independent directors (namely Ms. Chen Ming Chang, Mr. Romualdo Cirillo, Mr. Luigi Michi, Ms. Cindy A. Utterback et Ms. Veronica Vecchi), which is responsible for proposing to the Company's Board of Directors the appointment of an independent expert, for monitoring the expert's work and for preparing a draft reasoned opinion (avis motivé).

On June 16, 2024, the Company's Board of Directors, on the advice of its ad hoc committee, appointed Ledouble, represented by Mr. Olivier Cretté and Ms. Stéphanie Guillaumin, as an independent expert, in accordance with the provisions of Article 261-1 I and II of the AMF's General Regulation, to prepare a report on the financial conditions of the Offer followed, if applicable, by a squeeze-out, which will be provided in full in the Company's response document.

1.1.2 Context of the Offer

1. Presentation of the Offeror

The Offeror is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands. Its sole shareholder is Taiwan Cement (Dutch) Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its registered office at

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This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

Strawinskylaan 3051, 1077 ZX, Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 73050423.

Taiwan Cement (Dutch) Holdings B.V. ("TCDH") is wholly-owned by TCC.

TCC is not controlled within the meaning of Article L. 233-3 of the French Code de commerce. TCC's shares are listed on the Taiwan Stock Exchange.

1. Acquisition of Shares by the Offeror over the past twelve months

During the twelve months preceding the filing date of the Draft Offer Document, the Offeror acquired Shares as part of the 2023 Rights Issue and the 2024 Acquisition only. As a result thereof, the Offeror holds, as of the date of the Draft Offer Document, 244,557,486 Shares, representing 88.87% of the Company's share capital and theoretical voting rights.

1. 2023 Rights Issue

On August 29, 2023, the Company launched a capital increase with shareholders' preferential subscription rights (droits préférentiels de souscription) through the issuance of 249,663,040 new Shares at a unit subscription price of EUR 1.00 (including EUR 0.20 of nominal value and EUR 0.80 of issue premium), representing gross proceeds of EUR 249,663,040 (including issue premium) (the "2023 Rights Issue"). The prospectus consisting of the Company's 2022 universal registration document, the amendment to the Company's 2022 universal registration document and a securities note including the summary of the prospectus was approved by the AMF on August 28, 2023, under number 23-370.

The results of the 2023 Rights Issue were announced on September 15, 2023. As part of the 2023 Rights Issue, the Offeror subscribed in cash to 162,654,272 new Shares on an irreducible basis corresponding to the exercise of its preferential subscription rights. The Offeror also subscribed in cash to 62,268,112 additional new Shares, through the mechanism of article L. 225-134, I, 2° of the French Code de commerce.

As a result of the 2023 Rights Issue, the Offeror held 241,557,486 Shares, representing 87.78% of the Company's share capital and theoretical voting rights.

1. 2024 Acquisition

On April 4, 2024, the Offeror acquired 3,000,000 Shares on the market, from Caisse des Dépôts, at a unit price of EUR 0.5590 per Share (the "2024 Acquisition"). This 2024 Acquisition was disclosed to the market under the framework applicable to transactions of persons discharging managerial responsibilities, the Offeror being a person closely associated with Mr. Nelson An Ping Chang, chairman of the Company's Board of Directors.1

As a result of the 2024 Acquisition, the Offeror held 244,557,486 Shares, representing 88.87% of the Company's share capital and theoretical voting rights.

1.1.3 Declarations of thresholds crossing

In accordance with Articles L. 233-7et seq. of the French Code de commerce and Articles 223-11et seq. of the AMF General Regulation, pursuant to the declaration of thresholds crossing dated May 30, 2024, TCC declared, for regularization, that it had individually crossed upwards, indirectly through TCDH and

1 AMF Document no. 2024DD959595, dated April 9, 2024.

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This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

the Offeror, the legal threshold of 2/3rd of the Company's share capital and voting rights, on September 15, 2023, as a result of the 2023 Rights Issue.2

In accordance with Article 13 of the Company's articles of association, pursuant to the declaration of legal and statutory thresholds crossing dated May 29, 2024, TCC declared, as a regularization, that it had individually crossed upwards, indirectly through TCDH and the Offeror, the statutory thresholds of 66%, 69%, 72%, 75%, 78%, 81%, 84% and 87% of the Company's share capital and voting rights, on September 15, 2023, as a result of the 2023 Rights Issue.

As a result of these declarations for regularization purposes, in accordance with Article L. 233-14 of the French Code de commerce, TCEH's number of exercisable voting rights was limited to 183,464,506 voting rights, i.e., 2/3 of the number of theoretical voting rights, until the expiration of a period of two years following the date of regularization of the declaration.

The 2024 Acquisition did not result in the Offeror crossing any legal or statutory threshold of the Company's share capital and voting rights.

1.1.4 Allocation of the Company's share capital and voting rights

To the knowledge of the Offeror as of the date of the Draft Offer Document, the Company's share capital amounts to EUR 55,039,352, divided into 275,196,760 ordinary Shares of EUR 0.20 par value each, fully paid-up and all of the same class.

To the knowledge of the Offeror as of the date of the Draft Offer Document, the Company's share capital and voting rights are allocated as follows:

	Shareholders		Number of			% of Shares			Number of			% of voting
		Shares					voting rights (*)			rights
TCEH	244,557,486		88.87%		244,557,486		88.87%
Free float	30,639,274		11.13%		30,639,274		11.13%
Total	275,196,760		100.00%		275,196,760		100.00%

1. Theoretical voting rights calculated pursuant to Article 223-11 of the AMF General Regulation. Please refer to paragraph 1.1.3 above for more information on the voting rights exercisable by TCEH.

1.1.5 Regulatory clearances

As of the date of the Draft Offer Document, the opening of the Offer is, pursuant to the provisions of Article 231-32 of the AMF General Regulation, subject to the prior authorization of the Italian Government under the Italian foreign investments regime ("Golden Power").

A request for authorization was filed with the Italian Government on June 26, 2024. In accordance with applicable regulations, the decision of the Italian Government shall be issued within 45 calendar days (potentially extended by an additional period of 30 calendar days) as from the date on which the request for authorization was filed. Consequently, the decision of the Italian Government should be issued at the latest on September 10, 2024.

2 AMF Document no. 224C0758, dated May 30, 2024.

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This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

1.2 Benefits of the Offer and Offeror's intentions for the next twelve months

1.2.1 Industrial, commercial and financial strategy and policy

Since NHOA is already being part of the TCC Group, the Offeror does not expect, as a result of the Offer, any material change in the industrial and financial policy and strategic orientations currently implemented by NHOA, beyond NHOA's further cooperation with the TCC Group and subject to changes resulting, as the case may be, from the delisting of the Shares of the Company on Euronext Paris.

In other words, the Offeror intends to continue to support the strategic development of the Company and its subsidiaries, leveraging the expertise of TCC, its indirect shareholder.

1.2.2 Employment

Since NHOA is already being part of the TCC Group, the Offeror does not expect, as a result of the Offer, any particular impact on the approach pursued by the Company in relation with employment and employees policies, beyond ordinary course of business and subject to changes resulting, as the case may be, from the delisting of the Shares of the Company on Euronext Paris.

1.2.3 Composition of the corporate and management bodies of the Company

As of the date of the Draft Offer Document, the Company's Board of Directors is composed as follows:

• Mr. Nelson An Ping Chang (Chairman);
• Mr. Carlalberto Guglielminotti;
• Mr. Giuseppe Artizzu;
• Mr. Jong-Peir Li;
• Ms. Chia-Jou Lai;
• Ms. Feng-Ping Liu;
• Ms. Chen-Ming Chang (independent member);
• Mr. Romualdo Cirillo (independent member);
• Mr. Luigi Michi (independent member);
• Ms. Veronica Vecchi (independent member); and
• Ms. Cynthia A. Utterback (independent member).

As of the date of the Draft Offer Document, the Chief Executive Officer of the Company is Mr. Carlalberto Guglielminotti, who was renewed as group Chief Executive Officer of NHOA on May 30, 2024 by the Company's Board of Directors (for a one-year term). NHOA's annual general meeting of June 13, 2024 renewed Mr. Carlalberto Guglielminotti's term of office as member of the Board of Directors for a term of three (3) years expiring at the end of the general meeting to be held in 2027 to approve the financial statements for the financial year ended on December 31, 2026.

Upon completion of the Offer, the Offeror does not anticipate, as of the date of the Draft Offer Document, any change in the composition of the Board of Directors or in the composition of the management team of the Company, beyond ordinary course of business and subject to changes resulting, as the case may be, from the delisting of the Shares of the Company on Euronext Paris or from an intragroup reorganization.

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This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

1.2.4 Benefits of the Offer for the Offeror, the Company and the Company's shareholders

The Offeror intends to continue to support the strategic development of the Company, leveraging the expertise of TCC, its indirect shareholder. The Offer will strengthen the Company's relationship with a first-class partner to ensure the continuation of its businesses with extended resources and capacities. In particular, the Company will continue to benefit from (i) TCC Group's wide range of expertise in the sectors of renewable energy, energy efficient technologies and energy storage and (ii) the expansion to new addressable markets, notably in Asia, through the TCC Group.

The Offer enables the Offeror and TCC to pursue their international energy and energy storage presence as well as to pursue the diversification of their product offerings. The Offer will also enable the TCC Group to continue to benefit from the Company's highly qualified personnel and recognized expertise.

Furthermore, the Offeror enables minority shareholders of the Company, that will tender their Shares to the Offer, to obtain full and immediate liquidity for their Shares at the Offer Price, which represents:

• a premium of 88% over the last closing price per Share of the Company of June 12, 2024 prior to the announcement of the Offer; and
• premiums of 88%, 71% and 66% respectively compared to the volume-weighted average prices over the 60, 120 and 180 trading days preceding that date.

The information supporting the assessment of the Offer Price is presented in Section 3 of the official, French-language, version of this Press Release.

1.2.5 Contemplated synergies and anticipated economic profits

The Offeror, which is a holding company, does not anticipate any material cost or revenue synergies with the Company, other than the savings that may result from a simplification of the NHOA group legal structure and a delisting of the Shares of the Company on Euronext Paris, in the event of the implementation of a squeeze-out.

1.2.6 Merger and other reorganizations

Structurally, subject to discussions with the Italian Government and assessment on tax and other costs, having multiple layers of holding companies does not seem efficient. Intragroup reorganizations to simplify the chain of control may consequently be contemplated. As of the date of the Draft Offer Document, no decision has been made in this regard.

The Offeror also reserves the right to implement joint ventures or alliances with TCC Group's strategic partners involving the Company. As of the date of the Draft Offer Document, no decision has been made in this regard.

1.2.7 Dividend distribution policy

No dividends or reserves have been distributed by the Company since its incorporation, and, to the knowledge of the Offeror as of the date of the Draft Offer Document, the Company has no plans to initiate a policy of dividend payments in the short-term.

No decision has been made with regards to the future distribution policy of the Company. However, the Offeror reserves the right to modify the Company's distribution policy in the future. Any future distribution

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This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

policy will be approved by the Board of Directors of the Company and will be implemented in accordance with the applicable law and the Company's articles of association.

1.2.8 Squeeze-out - Delisting

In accordance with the provisions of Article L. 433-4 II of the French Code monétaire et financier and Articles 237-1et seq. of the AMF General Regulation, in the event that, at the closing of the Offer, the number of Shares not tendered in the Offer by the minority shareholders of the Company (other than the Blocked Shares referred to in Section 2.5 of this Press Release and/or Shares assimilated to the Shares held, directly or indirectly, by the Offeror) does not represent more than 10% of the share capital and voting rights of the Company, the Offeror intends to require the AMF, at the latest within three (3) months following the closing of the Offer, to implement a squeeze-out procedure (retrait obligatoire) for the Shares not tendered in the Offer (other than the Blocked Shares and/or Shares assimilated to the Shares held, directly or indirectly, by the Offeror) to be transferred to TCEH in return for compensation per Share equal to the Offer Price - i.e., EUR 1.10 per Share. The implementation of this procedure will result in the delisting of the Shares from Euronext Paris.

In the event that the Offeror is not in a position, following the Offer, to implement a squeeze-out under the above-mentioned conditions, it reserves the right to file a public tender offer followed, if applicable, by a squeeze-out for the Shares it does not hold, directly or indirectly, at that date. In this context, the Offeror does not exclude increasing its interest in the Company after the end of the Offer and prior to the filing of a new offer in accordance with the applicable legal and regulatory provisions. In this case, the squeeze-out will be subject to the review of the AMF, which will rule on its conformity in light of the independent expert's report to be appointed in accordance with the provisions of Article 261-1 of the AMF's General Regulation.

1.3 Agreements that may have a material effect on the assessment of the Offer or its outcome

Other than the Liquidity Agreement described in Section 2.5.2 of this Press Release, the Offeror is not aware of, and is not party to, any agreement that could have a material effect on the assessment of the Offer or its outcome.

2. CHARACTERISTICS OF THE OFFER

2.1 Terms of the Offer

In accordance with the provisions of Article 231-13 of the AMF General Regulation, the draft Offer was filed on July 8, 2024 with the AMF by Crédit Agricole Corporate and Investment Bank, acting on behalf of the Offeror.

In accordance with Article 233-1 of the AMF General Regulation, the Offer will be carried out through the simplified tender offer procedure.

In accordance with the provisions of Article 231-6 of the AMF General Regulation, the Offeror irrevocably undertakes to the Company's shareholders to acquire, at the Offer Price (i.e., EUR 1.10 per Share), all the Shares that will be tendered to the Offer during a period of ten (10) trading days. The attention of the Company's shareholders is drawn on the fact that the Offer will not be reopened following the publication of the final result of the Offer by the AMF, given it is carried-out under the simplified procedure.

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This Press Release does not constitute an offer to purchase any securities.

The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

Crédit Agricole Corporate and Investment Bank guarantees the content and the irrevocable nature of the undertakings made by the Offeror as part of the Offer in accordance with the provisions of Article 231-13 of the AMF General Regulation.

2.2 Conditions of the Offer

A notice of filing of the Offer will be published by the AMF on its website (www.amf-france.org). In accordance with the provisions of Article 231-16 of the AMF General Regulation, a press release containing the main characteristics of the Offer and specifying the manner in which the Draft Offer Document will be made available to the public, will be disclosed on the websites of TCC (www.tccgroupholdings.com/en/) and of the Company (www.nhoagroup.com). The French version of the Draft Offer Document is available on the websites of the AMF (www.amf-france.org), TCC (www.tccgroupholdings.com/en/) and the Company (www.nhoagroup.com), and may be obtained free of charge from Crédit Agricole Corporate and Investment Bank.

The Offer and the related Draft Offer Document remain subject to the review of the AMF.

The AMF will declare the Offer compliant after having verified its conformity with the legal provisions and regulations applicable to it and will publish the declaration of conformity on its website (www.amf- france.org). This declaration of conformity issued by the AMF will serve as the approval ("visa") of the offer document.

The offer document having received the AMF's approval ("visa") and the document containing the "Other Information" relating to the legal, financial, accounting and other characteristics of the Offeror will, in accordance with the provisions of Articles 231-27 and 231-28 of the AMF General Regulation, be made available to the public on the websites of the AMF (www.amf-france.org), TCC (www.tccgroupholdings.com/en/) and the Company (www.nhoagroup.com). These documents may also be obtained free of charge from Crédit Agricole Corporate and Investment Bank.

A press release specifying the terms and conditions for making these documents available will be issued no later than on the day preceding the opening of the Offer, in accordance with the provisions of Articles 231- 27 and 231-28 of the AMF General Regulation.

Prior to the opening of the Offer, the AMF will publish a notice of opening and the timetable of the Offer, and Euronext Paris will publish a notice setting out the content of the Offer and specifying the timetable and terms of its completion.

2.3 Adjustment of the terms of the Offer

In the event that, between the date of the Draft Offer Document and the date of the settlement-delivery of the Offer (inclusive), the Company proceeds in any form whatsoever to (i) distribute a dividend, interim dividend, reserve, premium or any other distribution (in cash or in kind), or (ii) redeem or reduce its share capital, and in both cases, in which the detachment date or the reference date on which it is necessary to be a shareholder in order to be entitled thereto is set before the date of the settlement-delivery of the Offer (inclusive), the Offer Price will be reduced accordingly, on a euro per euro basis, to take into account this transaction.

Any adjustment of the Offer Price will be subject to the publication of a press release which will be submitted to the prior approval of the AMF.

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