Unibel: AG answers to written questions

General Meeting of May 14, 2020 – Answers to written questions

GENERAL MEETING OF MAY 14, 2020

ANSWERS TO WRITTEN QUESTIONS

The answers reported below follow written questions from shareholders received by the Company during the Combined General Meeting of May 14, 2020. They were approved by the Chairman of the Management Board on May 7, 2020, by delegation granted by the Management Board and approved by the Supervisory Board on April 20, 2020 in accordance with article L.225-108 of the French Commercial Code.

It is also indicated that the Company will continue to answer written questions addressed to it by its shareholders until the Combined General Meeting of May 14, 2020. In accordance with the notice of meeting published in the Bulletin des Annonces Légales Obligatoires (BALO) n ° 50 on April 24, 2020, any shareholder may send the Chairman of the Management Board written questions, in accordance with the provisions of article R.225-84 of the French Commercial Code, until May 13, 2020 at 12 p.m. hours.

MOM:

What is your assessment of the acquisition of MOM after 3 years? What is MOM’s EBIT over the past three years? What are the expected development prospects? What is your last assessment of the minority buyout and how do you plan to pay this price? What is the exit plan for managers following the full takeover of MOM: cost, funding, skills retention?

We do not publish any figures on the results of MOM. MOM’s results are included in the Group’s “New Territories” segment, available in the annual accounts.

These results are generally in line with the BP and allow strategic developments in the growing plant sector to be implemented.

The managers’ exit price will be financed with the liquidity available to the Group, failing which, by drawing on its available credit lines.

Diversification:

1. What is the balance sheet of Unibel’s diversifications, and what have been the impairments on the following investments:
2. • UAG (Uruguay)
   • Barfresh (California smoothie)
   • Biomass (Lebanon)

Unibel

Public limited company with executive board and supervisory board with capital of € 1,742,679

2 Allée de Longchamp, 92150 Suresnes

552 002 578 RCS Nanterrewww.unibel.fr

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General Meeting of May 14, 2020 – Answers to written questions

As of December 31, 2019, Unibel’s diversification investment portfolio consisted of seven direct investments, six subscriptions to investment funds, and a portfolio of UCITS, for a grand total of € 64.7 million. net book value.

The stakes in UAG, Barfresh and Biomass are part of the direct investments. Only Barfresh shares are listed and the valuation of the shares on December 31, 2019 is calculated using the closing share price.

For unlisted investments, Unibel continues to reflect in its accounts a prudent valuation of its assets.

1. BornWould it not be appropriate for Unibel to use its cash (around € 100 million) to buy back Unibel shares from SOFICO and thus settle the problem of the self-checking loop? as well as cancel the shares thus self-owned (Simplification)?

After examination, it does not appear appropriate for Unibel to devote its available cash to the repurchase of the Unibel shares held by the company SOFICO, and this all the less in the current context of health crisis.

Governance :

The seventh resolution provides for the appointment of Florian Sauvin as a member of the Supervisory Board. However, the Commercial Code prohibits members of a supervisory board from interfering in management. Unless we are mistaken, Florian Sauvin has been a member of the Unibel Management Board since 2009; he was, or still is, managing director of Unibel, executive officer of Bel through his functions in digital, IT or Comex. This appointment should therefore bring about a profound paradigm shift in the action of Florian Sauvin within Unibel and the group it leads.

Can you detail the measures and procedures put in place to ensure this separation of functions?

Mr. Florian Sauvin is currently a member of the Unibel Management Board and a member of the Bel Executive Committee. The General Management of the Company is ensured by Mr. Bruno Schoch.

The mandate of Mr. Luc Luyten as a member of the Supervisory Board expiring at the end of the Unibel General Meeting of May 14, 2020, it is proposed to the shareholders, on the proposal of the Appointments and Compensation Committee, proceed with the appointment of Mr. Florian Sauvin as a member of the Supervisory Board. More generally, the Appointments and Compensation Committee examined in March this year questions relating to the expiry of certain terms of office of members of the Supervisory Board.

Unibel

Public limited company with executive board and supervisory board with capital of € 1,742,679

2 Allée de Longchamp, 92150 Suresnes

552 002 578 RCS Nanterrewww.unibel.fr

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General Meeting of May 14, 2020 – Answers to written questions

Mr. Florian Sauvin has also already expressed his desire to resign from his duties as a member of the Management Board. Unibel’s Management Board and Supervisory Board will meet on May 13 to observe his resignation.

In the event that Mr. Florian Sauvin is appointed member of the Supervisory Board at the end of the General Meeting of May 14, 2020, he will also cease his functions within the Executive Committee of Bel.

Unibel

Public limited company with executive board and supervisory board with capital of € 1,742,679

2 Allée de Longchamp, 92150 Suresnes

552 002 578 RCS Nanterrewww.unibel.fr

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