Derichebourg : Disposal of Derichebourg shares by Compagnie Financière pour l’Environnement et le Recyclage (« CFER »)

Press release

Paris, January 10, 2018

Disposal of Derichebourg shares by Compagnie Financière pour l'Environnement et le Recyclage (« CFER »)

Derichebourg has been informed today of the successful disposal by CFER of 16,387,878 shares, representing c. 10 % of the Company's share capital, by way of an accelerated bookbuilt private placement.

The placement price was set at 8 euros per share.

The settlement and delivery of the transaction will occur on January 12, 2018.

As a result of this disposal, CFER holds directly and indirectly around 40.12% of the share capital and 56.68% of the voting rights of Derichebourg and the free float is extended to c. 58.78%.

CFER, which confirms its intention to maintain its residual stake on the long term, has entered into a 360-day lock-up as from the date of the settlement and delivery of the transaction.

About Derichebourg

The Derichebourg Group is a major international player in the provision of services to businesses and municipalities. It offers a comprehensive and integrated range of services in two complementary business areas: Environmental Services (recycling, recovery, collection of household waste, urban cleaning, management of waste reception centers, etc.) and services to businesses (cleaning, energy, interim employment, aeronautics services, sensitive sector services, etc.). The Group operates in 13 countries, on three continents, and has 34,000 employees around the world. The Derichebourg Group generated €2.7 billion in revenue in 2017.www.derichebourg.com

ISIN code: FR0000053381

Disclaimer

This press release is for information purposes only and is not an offer of Derichebourg's securities, or a solicitation for purchase, subscription or sale of Derichebourg's securities in any jurisdiction, including France, in which it would be unlawful to do so.

In France, the offer is carried out through a private placement, in accordance with article L.411-2 II of the French Financial and Monetary Code and will not require the preparation of a prospectus submitted to the visa of the Autorité des marchés financiers. The offer does not constitute a public offering and is addressed solely to persons who are: (a) persons providing investment services consisting in portfolio management for third parties and/or (b) qualified investors or a limited circle of investors, to the extent that such investors are acting for their own account, within the meaning of article L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Financial and Monetary Code.

With respect to the member states of the European Economic Area other than France (each a "Member State") having implemented the Directive 2003/71 of the European Parliament and of the Council dated November, 4 2003 (as amended in each Member State, the "Prospectus Directive"), no action has been or will be taken in order to permit a public offer of the Derichebourg's securities which would require the publication of a prospectus in any Member State. In each Member State, the information contained herein is addressed solely to persons who are:

• a) "qualified investors" within the meaning of the Prospectus Directive ;

• b) to fewer than 150 individuals or legal entities, other than qualified investor (within the meaning of the Prospectus Directive) by Member State ;

• c) provided that a publication of prospectus is not necessary by Derichebourg according to article 3(2) of the Prospectus Directive.

This press release is intended to be communicated directly or indirectly in the United Kingdom to person who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA") or (ii) high net worth entities and other persons to whom it may otherwise be lawfully communicated pursuant to Article 49(2) (a) to (d) of the FSMA (all persons listed above being referred to as "Relevant Persons"). The securities of Derichebourg are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents.

This press release and any information contained herein must not be published, released or distributed, directly or indirectly, in Australia, Canada or Japan.

This announcement is neither an offer to sell nor a solicitation of an offer to buy Derichebourg's securities. The offer or purchase of securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and the securities may not be offered, or sold in the United States in the absence of such registration or an applicable exemption from the registration requirement under the Securities Act. Derichebourg does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States.

Any investment decision to buy shares in Derichebourg must be made solely on the basis of publicly available information regarding Derichebourg.

Société Générale and Gilbert Dupont are authorised by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) for providing banking and investment services. Société Générale et Gilbert Dupont are acting on behalf of Derichebourg (and no one else) in connection with the present offering of shares and will not be responsible to any other person other than Derichebourg, for providing protections afforded to any of Société Générale's and Gilbert Dupont's clients or for providing advice in relation to any offering of the shares.

The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons physically located in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.