NEXITY : ISSUANCE BY NEXITY OF CONVERTIBLE BONDS (OCEANES) DUE 2023 FOR APPROXIMATELY €225M AND REPURCHASE PROPOSAL OF THE OCEANES DUE 2020 ISSUED IN JUNE 2014

a5d02b84-2ccc-41be-8cf0-2c943216c099.pdf THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

ISSUANCE BY NEXITY OF CONVERTIBLE BONDS (OCEANES) DUE 2023 FOR APPROXIMATELY €225M AND REPURCHASE PROPOSAL OF THE OCEANES DUE 2020 ISSUED IN JUNE 2014

Paris, 10 May 2016

Issuance of bonds convertible into new shares and/or exchangeable for existing shares due January 1, 2023 (the " 2016 OCEANEs") (subject to the condition precedent of the Company' s decision to proceed with the repurchase of the 2014 OCEANEs)

Nexity (the « Company » or « Nexity ») announces today the launch of an issuance of 2016 OCEANEs for a nominal amount of approximately 225 million euros.

The objective of the issuance is to extend the maturity of Nexity's debt by financing the repurchase of the 2014 OCEANEs under the conditions described below and, as the case may be, to address the general financing needs of the Company.

The nominal value per 2016 OCEANE will represent a premium comprised between 30% and 35% over Nexity's reference share price1on the regulated market of Euronext in Paris (« Euronext Paris »).

The 2016 OCEANEs will entitle their holders to receive new and/or existing Nexity shares at a ratio of one share per 2016 OCEANE, subject to subsequent adjustments.

The 2016 OCEANEs will bear interest at an annual nominal rate comprised between 0.125% and 0.625%, payable semi-annually in arrears on January 1 and July 1 of each year (or on the following business day if such date is not a business day) and for the first time on January 1, 2017 on a pro rata temporis basis (or on the following business day if such date is not a business day).

The 2016 OCEANEs will be issued at par on 13 May 2016, the expected settlement and delivery date of the 2016 OCEANEs, and redeemed at par on January 1, 2023 (or on the following business day if such date is not a business day). The 2016 OCEANEs may be redeemed prior to maturity at the option of Nexity, under certain conditions. In particular, the 2016 OCEANEs may be redeemed early at Nexity's option as from January 15, 2021 if the arithmetic average of the product of Nexity's opening quoted share

1 The reference share price will be equal to the volume-weighted average trading price of Nexity's share on Euronext Paris on 10 May 2016.

WEIL:95694749299910.B709

price on Euronext Paris and the prevailing conversion ratio (over a 20-trading day period) exceeds 130% of the nominal value of the 2016 OCEANEs.

The final terms of the 2016 OCEANEs are expected to be determined on 10 May 2016.

The Company reserves the right not to proceed with the Repurchase of Reference and the issuance of 2016 OCEANEs if indications of interests received from holders of the 2014 OCEANEs pursuant to the Repurchase of Reference (as described below) represent less than 50% of the number of 2014 OCEANEs initially issued.

In the context of the 2016 OCEANEs issuance, the Company will agree to a lock-up undertaking for a period starting from the determination of the final terms of the 2016 OCEANEs and ending 90 calendar days after the settlement and delivery date of the 2016 OCEANEs, subject to certain exceptions.

An application for the listing of the 2016 OCEANEs on the Open Market (Marché Libre) of Euronext Paris will be made. Such listing is expected on 13 May 2016.

The 2016 OCEANEs, which will be issued as per the 30thresolution of the 2015 annual general meeting, will be offered only by way of a private placement in France and outside France excluding the United States of America, Canada, Australia and Japan. The offering of the 2016 OCEANEs is not subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (the

« AMF »). Detailed information on Nexity, including its business, results, prospects and related risk factors are described in the Company's reference document filed with the AMF on 13 April 2016 under the number D.16-0325, which is available together with other regulated information and all press releases of the Company, on Nexity's website (www.nexity.fr).

The offering is managed by Société Générale Corporate & Investment Banking acting as sole Global Coordinator and Joint-Bookrunner, and by Crédit Agricole Corporate and Investment Bank and J.P. Morgan acting as Joint-Bookrunners.

Repurchase under certain conditions of the bonds convertible into new shares and/or exchangeable for existing shares due January 1, 2020 ( t he "2014 OCEANEs") (ISIN code: FR0011983105)

Concurrently to the launch of the issuance of 2016 OCEANEs, Nexity launches today the repurchase of the 2014 OCEANEs which were subject to a prospectus approved by the AMF under number n°14-0288 and whose outstanding amount is equal to the initial issue amount, i.e. 179,999,991.38 euros corresponding to 4,153,207 2014 OCEANEs. In order to repurchase the 2014 OCEANEs, the Company will conduct today, via the Joint-Bookrunners, a reverse bookbuilding process (the "Repurchase of Reference") to collect indications of interest to sell 2014 OCEANEs on the basis of a price (including accrued interest) per 2014 OCEANE equal to:

EUR 54.90 + (Reference share price - Closing price) x Reference delta

Where:

« Reference share price » = Volume-weighted average trading price of Nexity's share on Euronext Paris on 10 May 2016

« Closing price » = Closing price of Nexity's share on Euronext Paris on 9 May 2016, i.e. EUR 46.34

« Reference delta » = 72%

The settlement and delivery of the Repurchase of Reference will occur on 17 May 2016, subject to the condition precedent of the settlement and delivery of the 2016 OCEANEs on 13 May 2016 and subject to the following paragraph.

The Company reserves the right not to proceed with the Repurchase of Reference and the issuance of the 2016 OCEANEs if indications of interests received from holders of the 2014 OCEANEs pursuant to this process represent less than 50% of the number of 2014 OCEANEs initially issued.

Upon completion of the Repurchase of Reference, if the number of 2014 OCEANEs tendered pursuant to this process represents more than 20% of the number of 2014 OCEANEs initially issued, the Company will, in order to ensure that all 2014 OCEANEs holders are treated equally, launch a repurchase offer centralized by CACEIS Corporate Trust, pursuant to which the Company will repurchase the 2014 OCEANEs to all holders requesting such repurchase between 11 May (inclusive) and 17 May 2016 (inclusive), at the price (including accrued interest) determined following the Repurchase of Reference (the "Centralized Repurchase Procedure").

The settlement and delivery of the 2014 OCEANEs repurchased through the Centralized Repurchase Procedure will occur on 19 May 2016.

The 2014 OCEANEs repurchased by the Company will be cancelled in accordance with their terms and conditions and in accordance with the law.

The Company will publish a press release indicating the number of 2014 OCEANEs repurchased through the Repurchase of Reference and the price per 2014 OCEANE of the Repurchase of Reference and Centralized Repurchase Procedure.

The total number of 2014 OCEANEs repurchased by the Company through the Repurchase of Reference and the Centralized Repurchase Procedure will be announced through a press release to be published on 18 May 2016.

The Company reserves the right to repurchase further 2014 OCEANEs whether on or off market after the

Centralized Repurchase Procedure. However, if the Company repurchases additional blocks of 2014 OCEANEs representing at least 10% of the amount of 2014 OCEANEs initially issued, the Company undertakes to launch, within 2 trading days following the last repurchase forming part of a 10% tranche, a new repurchase for a period of at least five consecutive trading days. The repurchase price per 2014 OCEANE will be equal to the sum of (i) the highest purchase price (less accrued and unpaid interest) of the repurchases carried out by the Company during the last 12 months and (ii) the accrued and unpaid interest on the 2014 OCEANEs as from the last interest payment date preceding the date of repurchase to this date.

The Company also reserves the right, after completion of the Centralized Repurchase Procedure, to exercise its right to redeem, at its option, the 2014 OCEANEs in accordance with their terms and conditions.

INDICATIVE TIMETABLE

10 May 2016	Press release from the Company announcing the launch and the indicative terms of the 2016 OCEANEs issuance and of the Repurchase of Reference Start of the bookbuilding of the private placement and of the reverse bookbuilding End of the bookbuilding of the private placement and of the reverse bookbuilding Determination of the final terms of the 2016 OCEANEs issuance and of the Repurchase of Reference Press release from the Company announcing the final terms of the 2016 OCEANEs issuance and of the Repurchase of Reference
11 May 2016	Start of the Centralized Repurchase Procedure
13 May 2016	Settlement and delivery of the 2016 OCEANEs issuance
17 May 2016	Settlement and delivery of the Repurchase of Reference End of the Centralized Repurchase Procedure
18 May 2016	Press release from the Company announcing the results of the Repurchase of Reference and of the Centralized Repurchase Procedure
19 May 2016	Settlement and delivery of the Centralized Repurchase Procedure