WENDEL : Wendel to adjust down its stake in Saint-Gobain

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in the United States of America, Canada, Australia or Japan

Wendel to adjust down its stake in Saint-Gobain

Paris, May 6^th 2014. Wendel announces its intention to sell 4.3% of Saint-Gobain's share capital through an accelerated bookbuild of 24 million shares in the market, for total proceeds of approximately €1.0bn. Following this transaction, Wendel will retain a stake of approximately 12% in Saint-Gobain's share capital and 20% of its voting rights. Wendel's stake will stabilise at around 11.5% of total shares and 19% of total voting rights, given the expected upcoming dilution related to the payment of the scrip dividend and to the employee savings plan.

At this level of ownership, Wendel's intention is to remain Saint-Gobain's largest shareholder for the long term, through the unaffected governance structure that has successfully been implemented for several years. This level of ownership is durably compatible with Wendel's investment strategy, focused on new non-listed investments diversified by geography and by sector. After the disposal of Wendel's stake in Legrand and disposals of activities within Materis (already achieved for Kerneos and in progress for Parex), this portfolio recalibration enables Wendel to trim down its exposure to the construction industry while still benefiting from the rebound of those markets.

Proceeds from the sale will allow Wendel to strengthen its cash position, which amounted to €547m as of March 17^th 2014, and to have appropriate leeway to implement its investment plan while returning to an Investment Grade rating. In the short and medium term, Wendel has the possibility to invest an additional €400m in IHS and Saham. In addition, Wendel has been working actively in order to invest by the end of 2016 a portion of the additional €1.2bn dedicated to investments in North America and Europe. Lastly, Wendel will repay its €477m bond due in November 2014.

Wendel reaffirms its long-term support to Saint-Gobain's strategy announced on November 27^th 2013 that makes it one of the strongest and best-positioned companies in materials and construction technologies:

A solid Group, with three complementary Business Sectors positioned on fast-growing habitat and industrial markets,

Strong assets to benefit from the U.S. housing upturn 
and from the improved economic environment in Europe,

Continuous progress on strategic priorities, in particular innovation, 
technology and emerging countries, and,

Strict financial discipline

                   
Finally, Wendel reiterates its full confidence in Pierre-André de Chalendar, and intends to vote in favour of his renewal as a Director at the next Annual General Meeting on June 5^th 2014.

There will be no change to the governance or to the composition of Saint-Gobain's board as a result of the sale. Post transaction, Wendel will remain the largest shareholder of Saint-Gobain and will keep its three Directors on the board. The current agreements between Wendel and Saint-Gobain remain unchanged and will be in place until 2021.

The transaction will result in an income statement loss of approximately €100m for Wendel.

Given its long term perspective in Saint-Gobain, Wendel has agreed with the bookrunners a particularly long lock-up commitment not to proceed with a similar transaction in the market for the next 12 months.

Frédéric Lemoine, Chairman of the Executive Board of Wendel, stated: «After more than 6 years as shareholders of Saint-Gobain, we remain convinced of the quality and strength of this leading industrial group, and have been impressed by the strong ability of adaptation demonstrated by the Saint-Gobain teams during the crisis, under the leadership of Pierre-André de Chalendar. Thanks to its strategy, the Group is perfectly positioned today to benefit from the recovery of its underlying markets, in both the construction and industrial sectors. Our position of largest shareholder of Saint-Gobain will allow Wendel to support the company in the next stages of its development. »

The transaction will be carried out through an accelerated book building to institutional investors. Book building will start immediately and will be managed by BofA Merrill Lynch and J.P. Morgan. Wendel intends to issue an additional press release upon completion of the transaction.

Disclaimer

No communication and no information in respect of the sale described in this announcement may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The placement described in this announcement may be subject to specific legal or regulatory restrictions in certain jurisdictions. Wendel takes no responsibility for any violation of any such restrictions by any person.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC, as implemented in each member state of the European Economic Area, and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant member State of the European Economic Area (together, the "Prospectus Directive").

This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction.

In France, the offer and sale of securities described in this announcement will be exclusively carried out through a private placement, in accordance with article L.411-2 II of the French Financial and Monetary Code and the related applicable regulations. The offer and sale of securities described in this announcement do not constitute a public offering within the meaning of article L.411-1 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.

With respect to the member states of the European Economic Area, other than France, which have implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the shares of Saint-Gobain sold by Wendel requiring a publication of a prospectus in any Relevant Member State. As a consequence, the shares of Saint-Gobain may only be offered or sold by Wendel in any Relevant Member State pursuant to an exemption under the Prospectus Directive.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or exempt from registration. Wendel does not intend to register the offer or any portion thereof in the United States or to conduct a public offering of securities in the United States.

This document does not constitute a public offering of securities in the United Kingdom. In the United Kingdom, this document is directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order and (iii) to other persons to whom this document may be lawfully communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, any person who is not a relevant person should not act or rely on this document or any of its contents. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.