Hamon & Cie : International) Capital Increase

The Board of Directors of Hamon & Cie (International) SA decided during its meeting held on 3 November 2016 to convene an extraordinary shareholders' meeting of the Company in order to proceed to a capital increase with preferential subscription rights, i.e. open to all its shareholders. This meeting will take place mid of December 2016.

During such meeting, the current shareholders will be proposed to subscribe to new shares at a price of EUR 3.8123 per share, which represents an 8.15% discount to the average stock price during the preceding 30 trading days and a 3% discount to the closing price as at 2 November 2016, i.e. the day preceding the Company's Board of Director's meeting. The subscription will occur at a ratio of 1.2 new shares for one existing share, i.e. 6 new shares for 5 existing shares. Sogepa (acting for itself) and Sopal International SA committed, subject to certain conditions, to subscribe to this capital increase up to, respectively, EUR 32,650,000 and EUR 5,050,000 at the above-mentioned price. Upon completion of this operation, Walloon Region/Sogepa would hold a significant stake in Hamon's capital. This would result in a capital increase (including issue premium) ranging between minimum EUR 37,700,000 and maximum EUR 49,616,904, depending on the level of subscriptions during the public offer. In the case of a minimum capital increase, the percentage of Sogepa (acting for itself and for the account of the Walloon Region) and Sopal would respectively go from 9.30% and 67.71% to 46.17% and 41.8%. In the case of a maximum capital increase, their participation would increase from 9.30% and 67.71% to 40.12% and 36.89%. Sogepa would not be required to launch a public takeover bid despite the fact that its shareholdings would exceed the legal threshold of 30%, since it would have increased as part of a public offer for new shares with preferential subscription rights, open to all shareholders and decided by a shareholders' meeting of Hamon.

The prospectus for the public offer will be filed with the FSMA (Financial Services and Markets Authority) in the coming days. The capital increase should take place prior to the end of year.

This capital increase is part of a global refinancing of Hamon, in terms of equity as well as indebtedness. An agreement has been reached today November 7 with the banks regarding the extension of the maturity date of its EUR 380 million facility agreement (revolving facilities and bank guarantees) until 30 January 2020.

This capital increase will reinforce the Company's equity and enable the Company to reduce its short- term indebtedness, assure a long-term refinancing and a greater financial flexibility. It will also enable Hamon to solve the non respect of the covenants and to develop its strategic plan.

Moreover, Hamon pursue its cost-cutting and performance improvements' plan launched early September, estimated at EUR 18 million in 2017, which will produce effects in the coming quarters.

The shareholders' agreement between Sogepa and Sopal International SA provides for new governance rules (composition of the Board of Directors, Committees, Management, etc.) which will be implemented in the coming weeks.

Hamon would like to thank its shareholders for the support they will provide in the framework of this public offer.

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The Hamon Group is a world player in engineering & contracting (design, installation and project management). Its activities include the design, the manufacturing of critical components, the installation and the aftermarket services of cooling systems, process heat exchangers, air quality systems (AQS), Heat Recovery Steam Generators (HRSG) and chimneys, used in power generation, oil & gas and other heavy industries like metallurgy, glass, chemicals.