Half-Year Report for the period ending 30 June 2020



Contents

3

1.  INTRODUCTION - THE PARGESA GROUP

4

2.  GROUP ECONOMIC STRUCTURE AT 30 JUNE 2020

6

3.  HIGHLIGHTS FOR H1 2020 AND SUBSEQUENT PERIOD

7

4.  GROUP PORTFOLIO AT 30 JUNE 2020

10

GBL

11

Imerys

12

adidas

13

SGS

14

Pernod Ricard

15

Umicore

16

LafargeHolcim

17

GEA

18

Ontex

19

Webhelp

20

Parques Reunidos

21

Sienna Capital

22

5.  CONSOLIDATED H1 2020 FINANCIAL RESULTS (UNAUDITED)

24

6. 

OUTLOOK FOR 2020

29

7. 

NET ASSET VALUE

30

8.  DATA PER SHARE AND STOCK MARKET PERFORMANCE

31

9.  CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2020 (UNAUDITED)

33

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

4



1.  INTRODUCTION - THE PARGESA GROUP

Pargesa Holding SA ("Pargesa") is the parent Company of the Pargesa Group ("the Group"). Benefiting from the support and stability of the partnership created in 1990 between its two controlling shareholders (the Power Corporation group in Canada and the Frère group in Belgium), the Pargesa Group aims to create value over the long-term for the benefit of all its shareholders by building a portfolio of shareholdings in companies that are market leaders in various industry and services sectors, and acting as a professional shareholder.

33.6%

LISTED INVESTMENTS

PRIVATE ASSETS

ALTERNATIVE ASSETS

CHF 5'464 MILLION

CHF 376 MILLION

CHF 691 MILLION

As at 30 June 2020, the Group's portfolio of CHF 6'531 million was invested in three different strategies through Groupe Bruxelles Lambert SA ("GBL"), the subsidiary of Pargesa that is quoted on the Euronext Brussels. At the end of June, Pargesa held 33.6% of the share capital and 49.4% of the voting rights of GBL, taking into account the double voting right. As a complement to the mandatory financial information under IFRS, Pargesa uses financial data called Alternative Performance Indicators (API), which are defined in a glossary on page 61. The definition of the APIs must enable readers of the financial statements to understand the composition of each API and to relate it to the IFRS financial statements.

The portfolio presents a harmonious profile in terms of relative weightings, while being well-diversified from a geographical standpoint. In addition to a limited number of large shareholdings that shall continue to make up the majority of its portfolio (Listed Investments), the Group may invest in public or private companies of a smaller size (Private Assets). The Group is progressively developing a portfolio of alternative investments through GBL's wholly-owned subsidiary (Sienna Capital), that has significant holdings in private equity funds, debt funds, and thematic funds.

Hence, the Group's core strategy is based on the following investment principles :

  • Compliance with the ESG criteria of GBL
    • ESG strategy and commitments;
    • Reporting and relevant governance bodies being in place for listed investments.
  • Attractive end-markets with long-term tailwinds
    • Further growth/consolidation potential;
    • Resilience to economic cycles;
    • Exposure to long-term growth drivers;
    • Favourable competitive industry dynamics;
    • Barriers to entry.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

5

  • Leading market position with a clear and sustainable business model
    • Foreseeable organic growth;
    • Strong cash flow generation capabilities;
    • Return on capital employed higher than the weighted average cost of capital;
    • Low financial gearing for listed investments;
    • Appropriate positioning vis-à-vis digital disruption.
  • Core shareholder position, with adequate governance
    • Potential to become first shareholder, with influence;
    • Potential for board representation;
    • Strong management team.
  • Valuation
    • Double-digitTSR objective over the long term;
    • Satisfactory dividend yield for listed investments.

At 30 June 2020, the Group's portfolio (excluding Sienna Capital) was composed mainly of 8 listed shareholdings, and 2 unlisted shareholdings meeting the investment and governance criteria described above.

Continuous assessment of the portfolio is conducted in order to potentially define a disposal strategy. This assessment focuses on the following areas:

  • potential for further value creation;
  • valuation risk;
  • risks which may be specific to an investment, such as business model disruption risk associated with digital or technological changes, other company risks including competition, geopolitics, and ESG criteria;
  • portfolio concentration risk (overweighting).

The evolution of the portfolio is achieved while maintaining a sound financial structure within the Group's holding companies, thus respecting the objective to not expose them to a high level of indebtedness. As at 30 June 2020, Pargesa Holding's net debt(1) position was CHF 55 million, for a portfolio value of CHF 6.5 billion. At that same date, GBL's net debt position stood at EUR 1.3 billion, for a portfolio value of EUR 18.2 billion. This conservative vision is consistent with the Group's patrimonial approach and allows it to absorb potential market downturns throughout the business cycle.

  1. Pargesa's net debt is presented, for comparability purposes, excluding the deferred payment price receivable for the sale of GBL shares held by a Group subsidiary, Pargesa Netherlands BV, from Parjointco Switzerland SA (the offeror) amounting to CHF 2'166.5 million pertaining to the public exchange offer.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

6



2.  GROUP ECONOMIC STRUCTURE AT 30 JUNE 2020

The organisation chart of the Group(a) at 30 June 2020 was as follows:

33.6% (b)

EUR 1'913 (c)

(d)

54.6%

6.8%

18.9%

7.5%

18.0%

7.6%

8.5%

20%

63.7%

23.0%

EUR 16'324 (e)

  1. The chart shows the Operating companies of the portfolio and Sienna Capital. The percentages represent the total interest percentage according to the definition found in the glossary on page 61.
  2. 49.4% of voting rights, taking into account the double voting rights introduced by GBL's general assembly in April 2020.
  3. Comprising shareholdings in alternative investment funds, valued at fair value.
  4. Estimated value in EUR million at 30 June 2020.
  5. Operating companies (Listed investments and Private assets) at 30 June 2020 at fair value, expressed in million of Euros.

5%

10%

10%

3% 8%

10%1%

Sienna

Others

Capital

18%

2%

17%

15% 1%

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

7

3.  HIGHLIGHTS FOR H1 2020 AND SUBSEQUENT PERIOD

SIMPLIFICATION OF THE GROUP'S STRUCTURE

  • Parjointco Switzerland SA ("Parjointco") launched a public exchange offer ("Offer") for the bearer shares of Pargesa held by the public, which closed on 6 July 2020;
  • Following the successful completion of the Offer, Parjointco holds 97% of the capital and 98% of the voting rights of Pargesa;
  • De facto control of GBL retained by the Desmarais and Frère family groups (through their controlling vehicle Parjointco NV) as a result of the double voting right adopted at 85.7%(1) at GBL's extraordinary general shareholders' meeting in April 2020;
  • Pargesa's Board of Directors decided on 30 July 2020 to approve the merger between Pargesa and Parjointco, to be submitted to a vote of Pargesa's shareholders at an Extraordinary General Meeting.

COVID-19 RESPONSE

  • Putting measures into effect to ensure the health and safety of their employees;
  • Maintaining balance sheet strength and reinforcement of the liquidity profile;
  • Implementing strict monitoring of the operational impacts of the "stop and go" economy and action plans designed to limit its consequences on their business, results and liquidity.

ASSET ROTATION IN GBL'S INVESTMENT PORTFOLIO

  • Finalisation of the exit from the energy sector initiated in 2013;
  • Disposal of 0.6% of the capital of Total through prepaid forward sales prepaid in May 2019 and which have matured in January 2020 for a total amount of EUR 771 million;
  • Capital gain of EUR 411 million(2).
  • Participation for an amount of EUR 374 million to a private placement of SGS shares;
  • Increase of ownership from 16.7% of SGS's capital at year-end 2019 to 18.9%.
  • EUR 331 million deployed during the first half-year into undisclosed assets.
  • Net asset value reaching EUR 1.9 billion as of 30 June 2020, i.e. 11% of GBL's net asset value;
  • New commitments for a total amount of EUR 475 million;
  • Investments for a total amount of EUR 215 million.
  1. In comparison to a 2/3rd majority required for the adoption.
  2. Not impacting GBL's consolidated net result, in accordance with IFRS 9.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

8



GBL'S LONG TERM SHAREHOLDER VALUE

  • Second share buyback program authorised up to EUR 250 million and 66% executed as of 30 June 2020;
  • Gross dividend per share of EUR 3.15 for the year 2019 maintained in full in spite of the Covid-19 crisis environment;
  • GBL forecasts to pay a dividend in 2021 of EUR 2.50 per share for the year 2020, in light of the dividends already received from its portfolio companies in the first half of the year 2020 and reflecting GBL's strong balance sheet and liquidity profile;
  • Recruitment of the Head of ESG.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

9

Listed investments:

On 24 January 2020, forward sales of 15.9 million Total shares, entered into by GBL in March and April 2019, matured at an average spot price of EUR 50.52 and an average forward price of EUR 48.37 per share for a total amount of EUR 771 million. The capital gain generated by these sales amounts to EUR 411 million, not impacting GBL's consolidated net result in 2020, in accordance with IFRS 9. Upon the maturity of this transaction, GBL's ownership of Total was reduced to 0.01%. GBL continued to receive dividends on the disposed shares until the maturity date.

On 4 February 2020, GBL purchased, for an amount of EUR 374 million, SGS shares by participating in a private placement by the von Finck family at a price of CHF 2'425 per share. Following this investment, GBL increased its stake in the capital of SGS from 16.7% at the end of 2019 to 18.9% on 30 June 2020. GBL's total investment in SGS was valued at EUR 3'112 million on 30 June 2020.

GBL's board of directors of 19 September 2019 approved a second envelope of EUR 250 million allocated to the repurchase of own shares. This authorisation is valid until April 2021. As a result of purchases of treasury shares in the first semester of 2020, GBL held 4.6% of its issued capital on 30 June.

In H1 2020, GBL invested, in a disciplined manner, EUR 331 million in non-disclosed assets with solid, long term fundamentals.

Repercussions of the ongoing OPE on the capital structure of the Group:

  • At its extraordinary general meeting on 28 April 2020, the shareholders of GBL approved the introduction of double voting rights.
  • In June 2020, in the context of this OPE, Pargesa Netherlands BV sold 26.5 million GBL shares to Parjointco at fair market value. This sale, in application of IFRS accounting standards, is not recorded in the income statement. In addition, due to the occurrence of the transaction late in the semester and the seasonality of the financial results of the Group, this sale had an insignificant impact on the scope of consolidation of GBL's earnings during H1 2020.
  • After this sale of GBL shares by Pargesa Netherlands BV, the Group's percentage of economic interest in GBL stands at 35.2% at 30 June 2020 against 51.7% at 31 December 2019, taking into account the treasury shares owned by GBL. Pargesa's percentage of voting rights in GBL was 49.4% at 30 June 2020, taking into account the double-voting right, compared to 51.7% at 31 December 2019.
  • In the beginning of July 2020, 6.6 million additional shares were sold to Parjointco, also without impact on the income statement. Subsequent to these disposals, Pargesa holds 31.0% of the economic interests in GBL and 44.8% of the voting rights. Pargesa maintains de facto control of GBL following the adoption of the double voting rights by the shareholders of GBL.

Sienna Capital:

At the end of June 2020, the net asset value of Sienna Capital was EUR 1'913 million compared to EUR 1'785 million at 31 December 2019. For the year-to-date 30 June 2020, GBL invested EUR 215 million into Sienna Capital's alternative assets and ended the semester with uncalled commitments of EUR 737 million (EUR 466 million at 31 December 2019).

Sienna Capital's activity for the period developed as follows:

Sagard

In March 2020, Sienna Capital committed EUR 150 million to Sagard 4, the new fund managed by Sagard SAS.

Equally in March 2020, the Sagard 2 fund finalised the disposal of Ceva Santé Animale ("Ceva"), of which it was a shareholder since 2010. With EUR 1.2 billion of sales in 2019, Ceva has become in a few years one of the worldwide leaders in animal health, benefiting from a sustained organic growth and an ambitious build-up strategy. Sienna Capital has reinvested in the group through the Sagard 3 and Sagard 4 funds, which keep a minority stake in the new ownership structure of Ceva.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

10



4.  GROUP PORTFOLIO AT 30 JUNE 2020

PORTFOLIO ALLOCATION BY REGION COMPANIES' HEADQUARTERS

AT 30 JUNE 2020

27%

11%

13%

28%

SWITZERLAND

BELGIUM

SIENNA

& OTHER

CAPITAL

20%

1%

FRANCE

GERMANY

SPAIN

PORTFOLIO ALLOCATION BY SECTOR

AT 30 JUNE 2020

11%

2%

OTHER

SIENNA CAPITAL

& OTHER

ALTERNATIVE

35%

ASSETS

CONSUMER GOODS

22%

ONTEX

ADIDAS

PERNOD RICARD

SERVICES

PARQUES REUNIDOS

SGS

WEBHELP

30%

INDUSTRY

GEA

UMICORE

IMERYS

LAFARGEHOLCIM

PORTFOLIO ALLOCATION BY INVESTMENT STYLE

AT 30 JUNE 2020

11%

2%

OTHER

SIENNA

CAPITAL

17%

50%

GROWTH

YIELD

20%

VALUE

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

11

Pargesa Holding owns 34 % of the share capital(a) of Groupe Bruxelles Lambert ("GBL"), an established investment holding company listed for over sixty years on the stock exchange.

As at 30 June 2020, GBL holds the Pargesa Group's portfolio, consisting mainly of eight investments in listed companies with a market value of EUR 15.3 billion, two unlisted investments of EUR 1.0 billion and through GBL's subsidiary Sienna Capital, alternative investments with an aggregate estimated fair value of

www.gbl.beEUR 1.9 billion. At that same date, GBL's net asset value was EUR 17.5 billion, or EUR 108.70 per share, and its market capitalisation was EUR 12.1 billion.

KEY FINANCIAL DATA

30.06.2019

31.12.2019

EUR MILLION

30.06.2020

Overall data

Shareholders' equity (group share)

17'853

19'758

17'212

Net asset value

18'701

20'349

17'540

Market capitalisation

13'922

15'161

12'050

Consolidated net income (group share)

405

705

385

Per-share data (EUR)

Net asset value

115.90

126.11

108.70

Closing share price

86.28

93.96

74.68

Consolidated net income

2.56

4.48

2.47

Pargesa's interest ( %)

50.0

50.0

33.6

HALF-YEAR RESULTS 2020

At the end of June 2020, in spite of the pandemic's impact of the Covid-19 on the financial

markets and

consequently on its portfolio, GBL's financial situation remains solid with a Loan to Value ratio of 6.9% and a liquidity profile of EUR 2.7 billion. This financial strength has moreover enabled GBL to maintain in full the payment of its dividend for the 2019 financial year for an amount of EUR 3.15 per share (an increase of 2.6% in comparison to the prior year) or EUR 508 million.

Nevertheless, GBL's financial performance has been impacted by the difficult environment. Its cash earnings fell by 12.8% to EUR 390 million because of the partial or total suspension of dividends by several of its portfolio companies, although this suspension was partially offset by the increased contributions from SGS and Sienna Capital. The consolidated net income as at 30 June 2020 stood at EUR 385 million, a decrease of 5.1% compared to EUR 405 million the previous year.

During the first half, and particularly during the second quarter of the year, GBL took advantage of the market correction to invest in a disciplined manner EUR 331 million in undisclosed assets displaying strong long-term fundamentals. Over the first half of the year, GBL also continued to develop its alternative asset platform, Sienna Capital, by making new commitments for a total amount of EUR 475 million and investing EUR 215 million.

The combined impacts of the financial markets' instability and the exchange offer launched by GBL's controlling shareholder (Parjointco) on 22 April 2020 having led to the widening of its discount from 26.0% on 21 February 2020 to 33.4% on 24 July 2020, in comparaison with 24.0% on average over the last 5 years. Considering this discount widening as unjustified, GBL took advantage of this to accelerate the execution of its share buyback program for an amount of EUR 126 million (representing 50% of its second authorised treasury share buyback program).

  1. At 30 June 2020, Pargesa held 49.4% of GBL's voting rights, taking into account the double voting rights.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

12



Imerys is the world leader

in mineral-based specialty solutions for industry

www.imerys.com

IMERYS'S CONTRIBUTION TO THE GROUP'S PORTFOLIO

7.7%

At 30 June 2020, GBL held 54.6% of the share capital of Imerys. At that same date, the market value of this shareholding (EUR 1'408 million at the level of GBL) represented 7.7% of the Group's portfolio value.

HALF-YEAR RESULTS 2020

In the first half of 2020, group revenue was EUR 1'900 million, down 15.9% year-on-year at constant scope and exchange rates. Group sales volumes decreased by 16.6% (EUR -376 million), with - 24.6% in the second quarter, as the Covid-19 pandemic affected industrial markets globally. In this context, Imerys maintained a positive 0.8% price mix (EUR +17 million).

Current EBITDA reached EUR 290 million in the first half of 2020, down 26.0% year-on-year(-44.0% in the second quarter). It reflects lower volumes contribution (EUR -184 million), only partially offset by continuing positive price mix (EUR 17 million) and lower variable costs (EUR 8 million). It also includes an improvement of EUR 50 million of fixed costs and overheads coming from specific actions in relation to Covid-19 and the "Connect & Shape" transformation plan.

Current operating income at EUR 132 million shows a 46.1% decrease against the first half of 2019. Net income from current operations, group's share, totaled EUR 73 million, down 54.1% versus the first half of 2019. Net income, group's share, totaled EUR 57 million in the first half of 2020.

Imerys generated a high net current free operating cash flow of EUR 139 million in the first half of 2020, up 40.0% versus prior year, thanks primarily to disciplined management of working capital in the context of the Covid-19 crisis. As of 30 June 2020, net financial debt totaled EUR 1'703 million, which corresponds to a net financial debt to current EBITDA ratio of 2.6x.

On 15 May 2020, Imerys S.A. announced that it, along with the North American talc subsidiaries and Imerys Talc Italy S.p.A. have reached an agreement to resolve historic talc-related liabilities with representatives of existing and potential future claimants. This agreement is documented in a joint Plan of Reorganisation (the "Plan") which was filed on 15 May in the United States Bankruptcy Court for the District of Delaware, where the North American Talc Subsidiaries' chapter 11 proceedings are pending. The approval process of the Plan is currently progressing with a negotiated resolution of potential objections from third parties. In the meantime, the sale process of the North American talc subsidiaries' assets to which Imerys has agreed not to participate is under way.

KEY FINANCIAL DATA

30.06.2019

31.12.2019

30.06.2020

EUR MILLION

Revenue

2'263

4'355

1'900

Current EBITDA

391

765

290

Current operating income(1)

245

439

132

Net income from current operations (group share)(1)

159

277

73

Net income (group share)

96(1)

121

57

Net debt

1'790

1'685

1'703

  1. Including EUR 50 million of restructuring charges related to the transformation program.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

www.adidas-group.com

ADIDAS'S CONTRIBUTION TO THE GROUP'S PORTFOLIO

17.6%

adidas is the European leader in sports

13

equipment

At 30 June 2020, GBL held 6.8% of the share capital of adidas. At that same date, the market value of this shareholding (EUR 3'204 million at the level of GBL) represented 17.6% of the Group's portfolio value.

HALF-YEAR RESULTS 2020

In the first half of 2020, revenues decreased by 26% on a currency-neutral basis and by 27% in euro terms to EUR 8'332 million (EUR 11'392 million in 2019). From a brand perspective, currency-neutral revenues for brand adidas decreased by 26%, while Reebok revenues declined by 27%.

Gross margin was down by 3.4 percentage points to 50.1% (53.5% in 2019). While a more favourable channel mix due to the exceptional e-commerce growth as well as lower sourcing costs had a positive effect on gross margin, a less favourable pricing mix due to increased promotional activity and negative currency fluctuations weighed on the development in the first half of 2020. In addition, an increase in inventory allowances as well as purchase order cancellation costs had a negative impact on the gross margin development.

The company recorded an operating loss of EUR 268 million (profit of EUR 1'518 million in 2019), resulting in a negative operating margin of 3.2% (positive margin of 13.3% in 2019). The operating profit development in the first half of 2020 was significantly impacted by several coronavirus-related charges. These mainly consisted of product takebacks in Greater China, purchase order cancellations, the increase in inventory and bad debt allowances as well as the impairment of retail stores and the Reebok trademark, with a combined negative impact of around EUR 500 million.

During the six-month period, adidas incurred a net loss from continuing operations of EUR 286 million (income of EUR 1'093 million in 2019).

Cash and cash equivalents were down by 18% to EUR 2'018 million versus the prior year level of EUR 2'455 million. The decline in cash generated from operating activities and the increase in operating working capital were partly offset by effective short-term cash measures and the utilisation of existing credit lines. Compared to the end of the first quarter, cash and cash equivalents were largely stable (EUR 1'975 million as of 31 March 2020) as the short-term cash measures prevented outflows. Net financial debt amounted to EUR 792 million as of 30 June 2020 (net cash of EUR 362 million as of 30 June 2019). This represents a deterioration of EUR 222 million compared to the net financial debt position of EUR 570 million at the end of the first quarter.

KEY FINANCIAL DATA

30.06.2019

31.12.2019

EUR MILLION

30.06.2020

Net sales

11'392

23'640

8'332

Operating profit

1'518

2'660

(268)

Net income from continuing operations

1'093

1'918

(286)

Net income (group share)

1'163

1'976

(264)

Net cash/(net debt)

362

873

(792)

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

14

www.sgs.com

SGS'S CONTRIBUTION

TO THE GROUP'S PORTFOLIO

17.1%



SGS is the world leader in inspection, verification, testing and certification

At 30 June 2020, GBL held 18.9% of SGS's capital. The market value of the investment (EUR 3'112 million at GBL) represented, at the same date, 17.1% of the contribution to the Group's portfolio value.

HALF-YEAR RESULTS 2020

Total revenue reached CHF 2.6 billion down by 20.7% (-14.9% at constant currency) notably driven by the disposal of the Petroleum Service Corporation ("PSC") in 2019. Organic revenue declined by 10.4%, impacted by the pandemic.

The operating income decreased from CHF 636 million in prior year to CHF 302 million in 2020 mainly driven by the exceptional gain of CHF 264 million on the disposal of the PSC business in 2019 and by the pandemic in 2020.

The adjusted operating income decreased from CHF 489 million in prior year to CHF 330 million in 2020, a decrease of 32.5% (-26.8% at constant currency). The adjusted operating income margin decreased from 14.6% in prior year (14.5%, at constant currency) to 12.5% in 2020, demonstrating the strong cost control measures put in place since the second half 2019 with the implementation of the structural cost optimisation program, followed by additional measures implemented in the first half 2020 to address the revenue decline linked to the pandemic.

Profit attributable to equity holders decreased from CHF 377 million in prior year to CHF 171 million in 2020, a decrease of 54.6% over last year.

Cash flow from operating activities increased by 21.1% from CHF 341 million in prior year to CHF 413 million in 2020. The free cash flow increased significantly by 43.5% from CHF 216 million in prior year to CHF 310 million in 2020 driven by a strong working capital management. The operating net working capital as a proportion of revenue improved from 2.9% in prior year to 0.2% in 2020.

In 2020, the group initiated a new share buyback program and repurchased shares for a cumulated amount of CHF 169 million out of the CHF 200 million announced. Two bonds amounting to CHF 500 million in total were also successfully issued during the second quarter of 2020 at attractive pricing.

As of 30 June 2020, the group's net financial debt position amounted to CHF 1'292 million, supported by strong cash flow generation.

KEY FINANCIAL DATA

30.06.2019

31.12.2019

CHF MILLION

30.06.2020

Revenue

3'341

6'600

2'650

Adjusted EBITDA(1)

722

1'521

542

Adjusted operating income(1)

489

1'063

330

Net income (group share)

377

660

171

Net debt(2)

1'443

764

1'292

  1. Before amortisation of acquired intangibles and non-recurring items.
  2. Net financial debt excluding the impact of the IFRS 16 accounting standard.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

15

Pernod Ricard, the world's number two player in Wines & Spirits,

holds a leading position globally

www.pernod-ricard.com

PERNOD RICARD'S CONTRIBUTION TO THE GROUP'S PORTFOLIO

15.3%

At 30 June 2020, GBL held 7.5% of the share capital of Pernod Ricard. At that same date, the market value of this shareholding (EUR 3'112 million at the level of GBL) represented 15.3% of the Group's portfolio value.

HALF-YEAR RESULTS 2019-2020 FINANCIAL YEAR (PERIOD JULY TO DECEMBER 2019)

Net sales for the first half of 2019-2020 ("H1 FY20") totalled EUR 5'474 million, with organic growth of 2.7% and reported growth of 5.6%.

Pernod Ricard delivered solid results in a challenging environment, with broad-based growth:

  • diversified growth across regions, with robust performance of must-win markets USA, India and China, further enhanced by earlier Chinese New Year;
  • dynamic performance of strategic international brands;
  • continued strong pricing: +2% on strategic brands;
  • focus on operational excellence.

H1 FY20 profit from recurring operations ("PRO") was EUR 1'788 million, with organic growth of 4.3% and 8.1% reported. The H1 organic PRO margin was up by 51 basis points.

Net profit (group's share) was EUR 1'032 million, +1% reported vs. the first half of 2018/19 ("H1 FY19"), despite strong improvement in PRO due mainly to non-recurring items.

Free cash flow was EUR 570 million, while increasing capex and the ageing stock inventory build, as expected. Net financial debt increased by EUR 1'608 million(1) vs. 30 June 2019 to EUR 8'228 million as of 31 December 2019 due mainly to increased M&A cash-out, an increased dividend payment and the start of the share buyback program(2) with EUR 223 million purchased in H1 FY20.

Q3 2019-2020 SALES (PERIOD JANUARY TO MARCH 2020)

Covid-19 led to a decline in net sales of -2.1% for the first 9 months of FY20 and -14.5% in the third quarter.

Reported sales growth for the first 9

months was stable thanks to a favourable FX impact (-13.3% in the

third quarter).

KEY FINANCIAL DATA

31.12.2018

30.06.2019

31.12.2019

(FINANCIAL

EUR MILLION

(H1)

YEAR)

(H1)

Net sales

5'185

9'182

5'474

Profit from recurring operations

1'654

2'581

1'788

Net PRO (group share)

1'105

1'654

1'216

Net income (group share)

1'023

1'455

1'032

Net debt

7'223

6'620

8'228(1)

  1. Including EUR 531 million of lease liability, pursuant to implementation of IFRS 16 norm.
  2. Of up to EUR 1 billion over FY20 and FY21, announced on 29 August 2019.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

16

www.umicore.com

UMICORE'S CONTRIBUTION TO THE GROUP'S PORTFOLIO

10.2%



Umicore is a leader in materials technology and recycling of precious metals

At 30 June 2020, GBL held 18.0% of the share capital of Umicore. At that same date, the market value of this shareholding (EUR 1'861 million at the level of GBL) represented 10.2% of the Group's portfolio value.

HALF-YEAR RESULTS 2020

Umicore revenues for the first 6 months amounted to EUR 1.6 billion (-4% year on year) and the adjusted EBIT(1) amounted to EUR 243 million, up 1% compared to the first half of 2019.

Revenues were down in Catalysis, albeit less than the contraction in the global car market, as Umicore continued to outperform in China. Due to car OEMs assembly line shutdowns, Umicore had to stop production at the majority of its automotive catalyst plants for several weeks and this had a severe impact on earnings.

Revenues in Energy & Surface Technologies were impacted by a contraction of the global EV market as well as lower activity levels in other key end-markets. The revenue and volume drop, in combination with higher fixed costs related to the recent and ongoing expansions, had a significant negative operating leverage effect.

Recycling recorded strong results reflecting increased activity levels, higher metal prices and favourable trading conditions. In addition, Precious Metals Refining benefitted from a supportive supply environment and a higher availability of the Hoboken smelter compared to the first half of 2019, when the smelter underwent an extended planned maintenance shutdown of 7 weeks.

Adjusted EBITDA was EUR 376 million compared to EUR 357 million in the same period last year, corresponding to an adjusted EBITDA margin for the group of 23.8%, up versus 21.4% in the same period last year and driven by the strong performance in Recycling.

Cash flow generated from operations, including changes in net working capital, amounted to EUR 275 million, compared to EUR 308 million for the same period last year.

In June, Umicore concluded a EUR 125 million 8-year loan with the European Investment Bank to finance part of Umicore's investment in the cathode materials plant in Poland. Also in June, Umicore successfully completed its first convertible bond offering for an amount of EUR 500 million due in 2025. The proceeds of both instruments are included in the EUR 1'175 million cash and equivalents on balance sheet as of 30 June 2020.

Net financial debt as of 30 June 2020 stood at EUR 1'349 million, down from EUR 1'443 million at the end of 2019. Net financial debt at the end of the period corresponded to 1.75x Last Twelve Months adjusted

EBITDA.

KEY FINANCIAL DATA

30.06.2019

31.12.2019

EUR MILLION

30.06.2020

Revenue (excluding metal)

1'634

3'361

1'564

Recurring EBITDA

357

753

376

Recurring EBIT

240

509

243

Recurring net profit (group share)

151

312

148

Net debt

1'059

1'443

1'349

  1. In order to align with the ESMA guidelines on Alternative Performance Measures ("APMs"), Umicore is renaming the reference of "recurring" in its APMs as "adjusted" and the reference of "non-recurring" as "adjustments".

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

17

LafargeHolcim is the leading global construction materials

and solutions company

www.lafargeholcim.com

LAFARGEHOLCIM'S CONTRIBUTION TO THE GROUP'S PORTFOLIO

10.0%

At 30 June 2020, GBL held 7.6% of the share capital of LafargeHolcim. At that same date, the market value of this shareholding (EUR 1'818 million at the level of GBL) represented 10.0% of the Group's portfolio value.

HALF-YEAR RESULTS 2020

Net sales amounted to CHF 10'693 million in the first half of 2020, decreasing by 18.1% compared to the prior year, of which 10.8% was on a like-for-like basis, reflecting the severe impact of the implementation of strict lockdowns of construction sites in several major operating countries. The strong appreciation of the CHF against all currencies accounted for 6.2% of the absolute decrease. Following the easing of the lockdowns, net sales in all five regions resumed prior-year levels by the end of June.

Recurring EBIT reached CHF 1'194 million, a decrease of 22.0% like-for-like for the half year. Swift implementation of the "HEALTH, COST & CASH" action plan helped to offset the earnings impact of the crisis.

Free cash flow(1) reached a record CHF 749 million in the six-month period, up by 198% compared to CHF 252 million in the first half of 2019.

Net financial debt amounted to CHF 10.7 billion as of 30 June 2020, down by 15.8% compared to CHF 12.7 billion as of 30 June 2019.

KEY FINANCIAL DATA

30.06.2019

31.12.2019

CHF MILLION

30.06.2020

Net sales

13'059

26'722

10'693

Recurring EBIT

1'667

4'057

1'194

Net income (group's share)

1'009

2'246(2)

347

Free cash flow

252(1)

3'047(3)

749(1)

Net financial debt

12'650

8'811(3)

10'652

  1. After leases.
  2. Source: Media release published by LafargeHolcim on 27 February 2020 in relation to the results of the full year 2019.
  3. Pre-IFRS16.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

18

www.gea.com

GEA'S CONTRIBUTION

TO THE GROUP'S PORTFOLIO

2.4%



GEA is one of the largest suppliers of process technology for the food industry

At 30 June 2020 GBL held 8.5% of the share capital of GEA. At that same date, the market value of this shareholding (EUR 432 million at the level of GBL) represented 2.4% of the Group's portfolio value.

HALF-YEAR RESULTS 2020

Order intake grew by 3.3% to EUR 2'411 million in the first six months of the year (vs. EUR 2'333 million in the previous year), while at EUR 2'258 million, revenue was down 2.0% on the figure for the same period of the previous year (EUR 2'305 million). EBITDA before restructuring measures grew by a substantial 32.0% to EUR 245 million in the first half year (vs. EUR 186 million in the previous year).

Largely as a result of the Covid-19 pandemic, order intake fell by 9.8% to EUR 1'034 million in the second quarter. Due to the pandemic, revenue of EUR 1'165 million was also 6.6% below the previous year's figure, which was a record figure for a second quarter. Despite the fall in revenue, GEA achieved a marked year-on-year improvement in EBITDA before restructuring measures in the quarter under review. The positive trend was driven not only by substantial improvements in margins and the rapid implementation of various restructuring measures, but also by reduced travel expenses and lower special items compared to the previous year.

Cash flow from operating activities since the start of the year amounted to EUR 221 million, EUR 228 million above the previous year level of EUR -7 million. Higher EBITDA coupled with a marked reduction in net working capital were the key drivers of these significant improvements.

As of the reporting date, GEA's net liquidity stood at EUR 92 million, after net debt of EUR 330 million a year earlier. It should be noted that, thus far in 2020, only half (EUR 76 million) of the 2019 dividend has been distributed, the remaining payment being due after the annual general meeting, which has been delayed and is now scheduled for 26 November 2020.

KEY FINANCIAL DATA

30.06.2019

31.12.2019

EUR MILLION

30.06.2020

Revenue

2'305

4'880

2'258

EBITDA before restructuring measures(1)

186

479

245

EBIT before restructuring measures(1)

85

271

150

Consolidated profit

56

(171)

75

Net liquidity/(financial debt)

(330)

28

92

  1. EBITDA and EBIT as of 30 June 2019 had been adjusted to take into account the effect of restructuring expenditures. Adjustments were no longer made for expenses incurred in other strategic projects.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

19

Ontex is a leading international personal hygiene solutions provider

www.ontex.com

ONTEX'S CONTRIBUTION

TO THE GROUP'S PORTFOLIO

1.2%

At 30 June 2020, GBL held 20.0% of the share capital of Ontex. At that same date, the market value of this shareholding (EUR 214 million at the level of GBL) represented 1.2% of the Group's portfolio value.

HALF-YEAR RESULTS 2020

Like-for-like revenue for the first half of 2020 ("H1 2020") stood at EUR 1.1 billion and decreased by 2.0% (decrease by 5.5% on a reported basis) vs. last year, as strong growth at the end of the first quarter of 2020 was followed by a slowdown in market demand particularly in April and May, with sequential improvement in June.

H1 2020 gross profit was EUR 317 million, an increase by 7.9% compared with the same period last year. Gross profit was positively impacted by material savings and efficiencies generated from Transform2Grow ("T2G") initiatives as they continued to ramp up, and also benefited from lower raw material indices. These positive effects more than outweighed the impacts of lower revenue, the steep depreciation of several functional currencies versus the euro, and additional, unplanned Covid-19 related expenses. Gross profit as a percentage of sales was 30.1% in H1 2020, up 373 basis points versus prior year.

Adjusted EBITDA reached EUR 126 million in H1 2020, 13.4% above a year ago, resulting in an adjusted EBITDA margin of 12.0%, up 199 basis points. The solid improvement in adjusted EBITDA reflected higher gross profit, and allowed for ongoing investment in (i) marketing to support Ontex brands (albeit adjusted to lower demand in second quarter), (ii) R&D to enhance innovation, as well as (iii) IT to support the manufacturing transformation and the group's digital initiatives. At constant currencies, adjusted EBITDA was EUR 158 million in H1 2020, up 42.0% year-on-year, and the related margin was 14.4%, up 448 basis points.

As a consequence of strong Last Twelve Months adjusted EBITDA and lower net debt at end of June 2020, reported leverage improved to 3.28x from 3.51x at end of December 2019.

KEY FINANCIAL DATA(1)

30.06.2019

31.12.2019

EUR MILLION

30.06.2020

Revenue

1'114

2'281

1'053

Adjusted EBITDA

111

245

126

Adjusted profit 

37

86

49

Net profit (group share)

8

37

41

Net debt

899

861

853

  1. Including impact of IFRS 16.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

20

www.webhelp.com

WEBHELP'S CONTRIBUTION TO THE GROUP'S PORTFOLIO

4.8%



Webhelp is the European leader in the CRM - BPO space

At 30 June 2020, GBL held 63.7% of the share capital of Webhelp. At that same date, the market value of this shareholding (EUR 864 million at the level of GBL) represented 4.8% of the Group's portfolio value.

HALF-YEAR RESULTS 2020

Despite the impact of Covid-19, Webhelp reports a strong performance in the first half of the year with continued growth in revenues and EBITDA.

At a time of unprecedented volatility and change, the company has been primarily focused on preserving the health and safety of its employees and on ensuring business continuity for its clients, quickly rolling out innovative and flexible solutions across all of its markets.

Over 35'000 of Webhelp's employees are currently working from home (i.e. approximately 60% vs. less than 5% pre Covid-19).

While the short-term outlook remains inherently uncertain, it appears that the long-term fundamentals of the business remain positive, with new opportunities emerging from the accelerated digital transition seen across many sectors and industries.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

21

Parques Reunidos is a leading operator of leisure parks with a global presence

At 30 June 2020, GBL held 23.0% of the share capital of Parques Reunidos. At that same date, the market value of this shareholding (EUR 184 million at the level of GBL) represented 1.3% of the Group's portfolio value.

HALF-YEAR RESULTS 2020

Parques Reunidos suspended the operation of most of its parks throughout March, due to the spread of

www.parquesreunidos.com Covid-19 and local government guidelines. The group resumed operations across a large number of its parks on a gradual basis near the end of the second quarter, enforcing strict hygiene conditions and safety measures.

In response to the crisis, Parques Reunidos took several actions on costs and capital expenditures in order to protect the group's liquidity position. In addition, it raised additional funding through an extension of its current debt facility, thereby ensuring that the group would have sufficient liquidity even under an extreme-downside scenario.

With the company's long-term fundamentals looking strong, the group's performance is expected to gradually recover as the pandemic subsides.

PARQUES REUNIDOS'S CONTRIBUTION

TO THE GROUP'S PORTFOLIO

1.3%

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

22



Sienna Capital, the alternative investments platform of GBL

www.sienna-capital.com

PERFORMANCE IN THE FIRST HALF OF 2020

Sienna Capital's portfolio value was in excess of EUR 1.9 billion as of 30 June 2020, up from EUR 1.8 billion as of 31 December 2019.

Despite the challenging market environment due to Covid-19, Sienna Capital continued to deploy capital in new deals for a total of EUR 212 million and received distributions of EUR 84 million.

The main drivers of this were capital calls from Sagard totaling EUR 101 million, Ergon (EUR 23 million) and Kartesia (EUR 31 million). Distributions included a EUR 33 million distribution from Sagard following the exit from Ceva and a EUR 12 million distribution from BDT following the partial exit of Acorn.

Sienna Capital's portfolio proved resilient during the Covid-19 pandemic so far with a slightly positive revaluation of the portfolio in the first half of 2020 of close to EUR 8 million.

PERFORMANCE OF SIENNA CAPITAL IN 2020

EUR MILLION

DIRECT INVESTMENT/

INVESTMENT MANAGERS

CO-INVESTMENTS

Ergon

Sagard

Kartesia

Mérieux

Prime-

BDT

Backed

Marcho

Carlyle

Sienna

Upfield

Pollen

Cepsa

Opseo

Palex

TOTAL

Capital

Advisor

Dévelop-

stone

Capital

Partners

Interna

Capital

-tional

Partners

pement

Partners

Energy

Partners

II

New

commitment

-

199

-

-

-

-

-

-

-

250

-

21

-

-

5

475

Capital invested

23

101

31

2

-

5

16

-

5

-

-

19

4

-

5

212(1)

Distribution

(4)

(33)

(25)

(9)

-

(12)

-

-

-

-

-

-

-

-

-

(84)

  1. Difference between the capital invested for an amount of EUR 212 million and the investments in Sienna Capital as mentioned in the section Highlights for H1 2020 and subsequent period for an amount of EUR 215 million corresponding to the financing needs of the Sienna Capital entity.

SIENNA CAPITAL'S CONTRIBUTION

TO THE GROUP'S PORTFOLIO

9.8%

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

23

HIGHLIGHTS IN 2020

Continued deployment of Ergon Capital Partners IV ("ECP IV")

In February 2020, ECP IV invested in Palex, Spain's largest distributor of high value-added MedTech equipment and solutions.

Sienna Capital co-invested EUR 5 million alongside Ergon.

In February 2020, ECP IV invested in CompaNanny, a childcare company providing a wide range of premium services for families.

Furthermore in April 2020, ECP IV invested in Sofico, a leading provider of software solutions for global automotive leasing and fleet management companies.

Successful launch of Sagard 4 and Sagard NewGen, sale of Ceva by Sagard II

In March, Sagard II finalised the sale of Ceva, a leading independent animal health company that develops, manufactures and distributes pharmaceutical products and vaccines, for EUR 270 million.

Sagard reinvested EUR 200 million in Ceva through Sagard 3 and Sagard 4.

Furthermore in March, Sienna Capital closed a EUR 150 million commitment in Sagard 4.

In June, Sienna Capital committed EUR 50 million to Sagard NewGen, a fund investing in companies active in healthcare and well-being, information technologies and ecological transition.

Sale of Ceva by Mérieux Participations 2

In March, Mérieux Participations 2 completed the sale of Ceva for EUR 30 million.

BDT Capital Partners Fund II is now well seasoned

In March, Acorn redeemed its 2013 and 2016 vintages of preferred securities, the majority of which were held by BDT and its co-investors.

In June, BDTCP II invested a minority stake alongside Puig S.L. a third-generation fragrance and fashion group, to support its acquisition of Charlotte Tilbury.

Sienna Capital becomes the largest shareholder

Sienna Capital invested a total of EUR 21 million in the company in the first half of 2020, increasing to over 30% ownership.

Sienna Capital is well positioned to benefit from its investment as the travel and entertainment market recovers in the medium term.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

24



5.  CONSOLIDATED H1 2020 FINANCIAL RESULTS (UNAUDITED)

5.1. PRESENTATION OF RESULTS IN ACCORDANCE WITH IFRS

The simplified income statement in accordance with IFRS is as follows :

CHF MILLION

H1 2020

H1 2019

Operating income

3'101.4

2'974.8

Operating expenses

(2'967.8)

(2'830.3)

Other income and expenses

(7.6)

9.5

Operating profit

126.0

154.0

Dividends and interest from equity investments

265.4

395.2

Other financial income and expenses

110.8

(8.5)

Taxes

(33.8)

(58.5)

Income from associates and joint ventures

(28.7)

5.4

Consolidated net profit (before non-controlling interests)

439.7

487.6

Attributable to non-controlling interests

(230.6)

(262.3)

Attributable to Pargesa shareholders (Group share)

209.1

225.3

Basic earnings per share attributable to Pargesa shareholders (CHF)

2.47

2.66

Average number of shares (thousands)

84'709

84'699

Average EUR/CHF exchange rate

1.064

1.130

The IFRS operating profit declined by 18.2% and amounted to CHF 126.0 million for the first six months of 2020 compared with CHF 154.0 million in the corresponding semester of the prior year. This change mainly results from the decrease in Imerys' operating profit (CHF -60 million) and the private equity activity's operating profit (CHF -20 million). The reduction was partially offset by the inclusion of Webhelp's operating profit for the semester (CHF 50 million), following the acquisition of this group by GBL at the end of 2019.

The dividends and interest from equity investments fell by 32.8% and reached CHF 265.4 million for the first semester of 2020 versus CHF 395.2 million in H1 2019. The decline is due to (i) the absence of dividend payments by certain portfolio companies held by GBL as a result of the crisis caused by the Covid-19 pandemic and (ii) the sale of LafargeHolcim and Total shares by GBL in 2019.

The marked rise of other financial income and expenses primarily results, in 2020, from the positive impact of the marking to market of debt to the minority shareholders of Webhelp in the 4th quarter of 2019 (CHF 120 million) and the impact of marking to market of the derivative instruments implicitly embedded in the exchangeable bonds in LafargeHolcim shares issued by GBL in September 2019 (CHF 44 million). The figure at 30 June 2020 was CHF 110.8 million.

The negative change in the item income from associates and joint ventures represents the negative contribution of Piolin II/Parques Reunidos from 1 January to 30 June 2020 for CHF 36.2 million. At 30 June 2019, Parques Reunidos had not reported its results for Q2 2019 prior to the publication date of the Group's results, therefore only the Group share of the Q1 2019 result of this investment was recognised.

The presentation of the economic result that follows makes it possible to analyse differently the composition of the Group results.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

25

5.2. ECONOMIC PRESENTATION OF PARGESA'S FINANCIAL RESULTS

The economic results at 30 June 2020 can be analysed as follows :

CHF MILLION

H1 2020

H1 2019

Contribution from the portfolio to operating income

- Consolidated shareholdings  (full consolidation or equity accounting):

Imerys*

22.2

50.0

Piolin II/Parques Reunidos*

(18.0)

(7.2)

Webhelp*

10.9

-

15.1

42.8

- Non-consolidated shareholdings :

SGS

net dividend

59.6

50.4

LafargeHolcim

net dividend

49.3

64.4

Pernod Ricard

net dividend

13.1

13.7

GEA

net dividend

3.6

7.6

Total

net dividend

0.2

10.4

adidas

net dividend

-

24.9

Umicore

net dividend

-

10.3

Ontex

net dividend

-

3.9

Other dividends

net dividend

0.6

2.6

Other**

12.2

15.0

138.6

203.2

- Contribution from private equity and other investment funds

(5.1)

20.8

Contribution from the portfolio to operating income

148.6

266.8

per share (CHF)

1.75

3.15

Contribution from holding companies to operating income

Net financial income and expenses

87.6

(4.8)

General expenses and taxes

(16.1)

(16.3)

71.5

(21.1)

Operating income

220.1

245.7

per share (CHF)

2.60

2.90

Non-operating income (loss)

Non-operating income (loss) from consolidated shareholdings***

(11.0)

(20.4)

Net income (Group share)

209.1

225.3

per share (CHF)

2.47

2.66

Average number of shares (thousands)

84'709

84'699

Average EUR/CHF exchange rate

1.064

1.130

  • Pargesa's share of net operating income.
  • See comment on page 27.
  • Pargesa's share of consolidated shareholdings net non-operating income.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

26



The net income comes primarily from the GBL group, whose results are denominated in Euros.

These results are subject to the impact of exchange rate fluctuations between the Euro and Swiss franc. Thus, the average EUR/CHF exchange rate was 1.064 for the year-to-date 30 June 2020, compared with 1.130 for the same period in 2019, a decrease of -5.8%.

Furthermore, following the acquisition of treasury shares by GBL in 2020 and in 2019 (please refer especially to Point 2. 2020 highlights of this Half-Year Report), Pargesa's share of GBL's earnings (excluding the portion attributable to non-controlling shareholders) was 52.4% for the six months ended 30 June 2020, compared with 51.5% for the same period in 2019. The effects of the sale of GBL shares that intervened at the very end of the semester will unfold in the income statement during the second half of the year.

OPERATING INCOME

The 2020 operating income for H1 2020 was CHF 220.1 million compared to CHF 245.7 million for the first six months of 2019. The decrease of CHF -25.6 million was driven by (i) the decline in dividend revenue (CHF -64.6 million) and (ii) the lower contribution from the consolidated shareholdings (CHF -27.7 million) and the private equity activity (CHF -25.9 million). These decreases are partially offset by the increase of net financial income by CHF +92.4 million.

Contribution from the portfolio of operating compagnies to operating income

Consolidated shareholdings (full consolidation or equity accounting)

The net income from current operations (group share) published by Imerys (fully consolidated) decreased from EUR 159 million in H1 2019 to EUR 73 million in H1 2020. Including the effect of the decline of the average EUR/CHF exchange rate, Pargesa's share of Imerys' net income from current operations, in Swiss francs, was CHF 22.2 million in H1 2020, compared with CHF 50.0 million in H1 2019. This lower performance is due to decreased group sales volume as the Covid-19 pandemic affected industrial markets globally. The impact of this decline was partially offset by the positive effect of pricing and by cost-saving measures.

For the six-month period ended 30 June 2020, Piolin II/Parques Reunidos' ("Parques") contribution to the operating income is CHF -18.0 million in Pargesa's share against CHF -7.2 million in H1 2019 (the H1 2019 contribution only included the Group's share of Parques' profit for the period from 1 January to 31 March 2019, as the company's H1 results were only available after those of the Group).

In H1 2020, Webhelp contributed CHF 10.9 million in Pargesa's share to the operating income (Webhelp didn't contribute yet in H1 2019).

Non-consolidated shareholdings (net dividends) 

The contributions from SGS, LafargeHolcim, Pernod Ricard, GEA, Total, adidas, Umicore and Ontex represent Pargesa's share of net dividends recorded by GBL. The contribution from non-consolidatedshareholdings was CHF 138.6 million in H1 2020, compared with CHF 203.2 million in H1 2019.

The contribution from SGS was CHF 59.6 million in 2020, compared with CHF 50.4 million for the corresponding period in 2019. The change of the contribution year-over-year results from more shares receiving dividends following the acquisition of SGS shares in February 2020 and also from the increased dividend per share paid by SGS to GBL (CHF 80 compared with CHF 78 in 2019, up 2.6%).

The contribution from LafargeHolcim was CHF 49.3 million in 2020, compared with CHF 64.4 million in 2019. In 2020 the company declared a dividend of CHF 2.00 per share, the same amount as in 2019. The variance in the contribution reflects the sale of 1.7% of the share capital of LafargeHolcim in Q4 2019.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

27

Pernod Ricard's contribution in 2020 amounted to CHF 13.1 million versus CHF 13.7 million in 2019. The year-on-year decrease is explained by the decrease of the EUR/CHF exchange rate.

The contribution from GEA was CHF 3.6 million in 2020, compared with CHF 7.6 million in 2019. The dividend of EUR 0.42 per share paid by the company in 2020 is lower than the EUR 0.85 dividend per share in 2019 and is explained by the decision of GEA to decrease its dividend in the context of the current economic environment related to the Covid-19.

Total's H1 2020 contribution of CHF 0.2 million reflects the impact of the forward sale of the shares of this company carried out by GBL in 2019, that matured in January 2020.

adidas didn't contribute to the results in H1 2020 against CHF 24.9 million in 2019. This absence of contribution reflects the decision not to distribute a dividend in H1 2020 in the context of the Covid-19.

Due to the economic environment present in H1 2020, Umicore and Ontex also did not contribute this semester, compared to respectively CHF 10.3 million for Umicore and CHF 3.9 million for Ontex in H1 2019.

The item "Other" represents reimbursements in H1 2020 of CHF 12.2 million (Pargesa's share) by the French tax authorities of withholding taxes which had been applied to ENGIE and Total dividends received between 2016 and 2018. In H1 2019, the reimbursements by the French tax authorities of withholding taxes were CHF 15.0 million (Pargesa's share), which had been applied to ENGIE dividends received between 2013 and 2015.

Contribution from private equity and other investment funds 

The contribution from private equity and other investment funds comes primarily from the funds held by GBL through its subsidiary, Sienna Capital, and is reported net of general expenses and management fees. In H1 2020, the net contribution from these activities was CHF -5.1million compared with CHF +20.8 million in H1 2019, a decrease of CHF 25.9 million.

The contribution for H1 2020 includes in particular the CHF -16.5 million contribution from consolidated funds (CHF -2.1 million in H1 2019) as well as the change in fair value during the period of funds that are not consolidated for CHF +12.5 million (CHF +22.7 million in H1 2019).

Contribution from the holding segment companies to operating income

Net financial income and expenses, which include interest income and expenses, as well as other financial income and expenses, amounted to CHF +87.6 million in the 1st semester of 2020 compared with CHF -4.8 million in the 1st semester of 2019. The main components of this line item were:

  • Interest income and expenses recorded by Pargesa as well as its share in those recorded by GBL that represented CHF -6.7 million in H1 2020, compared with CHF -0.7 million in H1 2019;
  • Pargesa's share of realised and unrealised results from GBL's trading activities (including dividends) and from derivatives used in managing its portfolio for CHF +8.9 million in H1 2020, compared with CHF -4.6 million in H1 2019;
  • The impact of the marking to market of the derivative instruments implicitly embedded in the exchangeable bonds in LafargeHolcim shares issued by GBL in September 2019, that in H1 2020 amounted to CHF +22.7 million, Pargesa's share.
  • The impact of the marking to market of debt to the minority shareholders of Webhelp issued by GBL in Q4 2019 that, in H1 2020, amounted to CHF +62.8 million, Pargesa's share.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

28



NON-OPERATING INCOME (LOSS)

Non-operating income (loss) from consolidated shareholdings in operating companies amounted to

CHF -11.0 million in H1 2020 (2019: CHF -20.4 million). It includes Pargesa's share of Imerys', Piolin II/

Parques Reunidos' and Webhelp's non-operating income.

NET INCOME

After taking these various items into account, the net economic income (Group share) for H1 2020 was CHF 209.1 million compared to CHF 225.3 million at 30 June 2019.

Imerys' net income included in this result (Group share) amounted to CHF 17.3 million in H1 2020 (compared with CHF 30.2 million in H1 2019).

Details of Imerys' results can be found on their website www.imerys.com.

It should be noted that, pursuant to IFRS 9, the capital gain realised by GBL in 2020 on the forward sale of 0.6% of Total's share capital, amounting to CHF 313 million in Pargesa's share (including a foreign exchange gain on disposal at Pargesa's level) has not been recorded in the income statement, but directly in shareholders' equity.

In June 2020, in the context of the public exchange offer by Parjointco for all bearer shares of Pargesa held by the public, Pargesa sold 26.5 million GBL shares to Parjointco at market price. This sale, in application of IFRS accounting standards, has no impact on the income statement, but is directly recorded in shareholders' equity.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

29

6.  OUTLOOK FOR 2020

A significant part of the net dividends from non-consolidated portfolio companies is recorded in the first half of the year, while interim or final dividends can also be recorded in the second half of the financial year.

2020 economic operating income will also depend on the evolution, in the second half of the year, of:

  • the contributions to operating income from portfolio companies that are fully consolidated or accounted for using the equity method (Imerys, Webhelp and Parques Reunidos, respectively),
  • the contribution from Sienna Capital,
  • the results recorded by GBL from trading activities and from derivatives used in managing its portfolio,
  • the EUR/CHF exchange rate.

Non-operating income (loss) for the full year will primarily depend on non-operating items recorded by Imerys, Webhelp and Parques Reunidos.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

30



7.  NET ASSET VALUE

The table hereafter provides a detailed view of Pargesa's net asset value (on a flow-through basis) as at 30 June 2020. The net asset value is calculated by taking, on one hand, the assets and liabilities of Pargesa (excluding Pargesa's participation in GBL) and, on the other hand, Pargesa's share in the value of the portfolio, the net cash or net debt position and the other assets and liabilities of GBL. The net asset value is calculated based on the closing market values and exchange rates for the listed shareholdings, and on the fair value and closing exchange rates for the funds (private equity and other investment funds) of Sienna Capital and for the unlisted investments in Webhelp and Piolin II/Parques Reunidos.

Pargesa's net asset value per share was CHF 99.0 at 30 June 2020, a decrease of 23.4% compared with the net asset value per share at the end of 2019 (CHF 129.2). The figure was CHF 98.9 per share on 24 July 2020. Excluding the impact of the sale of GBL shares by Pargesa as part of the public exchange offer, the net asset value would have been CHF 109.6 per share as of 30 June 2020.

Pargesa's share price stood at CHF 72.1 on 30 June 2020, compared with CHF 80.5 at the end of 2019, a decrease of 10.4%. As at 24 July 2020, the share price closed at CHF 74.2, down 7.8% since the beginning of 2020.

Pargesa's net asset value as at 30 June 2020 is broken down as follows:

30.06.2020

31.12.2019

FLOW

THROUGH

FLOW WEIGHTING

FLOW

% OF

% OF

SHARE PRICE

THROUGH

AS A %

THROUGH

CAPITAL

INTEREST

AND CURRENCY

VALUE

OF TOTAL

VALUE

Listed companies:

adidas

6.8%

2.3%

EUR

233.6

1'146

14%

2'144

SGS

18.9%

6.4%

CHF

2'315.0

1'114

13%

1'679

Pernod Ricard

7.5%

2.5%

EUR

140.1

997

12%

1'721

Umicore

18.0%

6.0%

EUR

41.9

666

8%

1'043

LafargeHolcim

7.6%

2.6%

CHF

41.5

651

8%

1'253

Imerys

54.6%

18.3%

EUR

30.3

504

6%

878

GEA

8.5%

2.9%

EUR

28.2

155

2%

246

Ontex

20.0%

6.7%

EUR

13.0

77

1%

167

Total

0.0%

0.0%

EUR

34.0

3

0%

433

Other

151

1%

63

Other investments:

Sienna Capital

685

8%

969

Webhelp

63.7%

21.4%

310

4%

470

Parques Reunidos

23.0%

7.7%

66

1%

128

Other Pargesa

6

0%

18

Total portfolio

6'531

78%

11'212

GBL treasury shares

200

2%

266

Net cash (debt) (a)

1'662

20%

(532)

Net asset value

8'393

100%

10'946

Net asset value per share

CHF

99.0

129.2

Share price Pargesa

CHF

72.1

80.5

EUR/CHF exchange rate

1.065

1.085

  1. This item includes also Pargesa's share in the market value of GBL's trading portfolio and the deferred payment price receivable for the sale of GBL shares by Pargesa amounting to CHF 2'166.5 million and related to the public exchange offer.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

31

8.  DATA PER SHARE AND STOCK MARKET PERFORMANCE

CHF PER SHARE

2015

2016

2017

2018

2019 30.06.2020

Share price at the end of the period

63.50

66.30

84.50

70.85

80.45

72.10

Average share price for the period

65.11

63.90

75.53

81.12

76.84

71.73

Net asset value at the end of the period

94.14

104.93

128.16

105.94

129.23

98.97

Gross dividend

2.38

2.44

2.50

2.56

2.63

n.a.

Gross dividend yield (average)

3.7%

3.8%

3.3%

3.2%

3.4%

n.a.

MARKET DATA IN CHF

140

120

100

80

60

40

2015

2016

2017

2018

2019

2020

Net asset value

SMI relative

Share price

The table below also provides, for various periods ending at 30 June 2020, the annualised total return on an investment in Pargesa shares compared with the SMI on the one hand, the BEL 20, the CAC 40 and the STOXX Europe 50 on the other hand.

CREATING VALUE OVER THE LONGTERM

300

250

200

150

100

50

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

Pargesa share

BEL20 (in CHF)

SMI

CAC (in CHF)

STOXX EUR 50 (in CHF)

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

32



PARGESA HOLDING SA / HALF-YEAR REPORT 2020

33

9.  CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2020 (UNAUDITED)

CONSOLIDATED INCOME STATEMENT

34

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

35

CONSOLIDATED BALANCE SHEET

36

CONSOLIDATED CASH FLOW STATEMENT

38

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

42

1.

General information and accounting policies

42

2.

Segment reporting

44

3. Other operating income and expenses

48

4.

Financial instruments

48

5.

Dividends and net interest from equity investments

50

6.

Other financial income and expenses

50

7.

Equity investments

51

8.

Financial debt

53

9.

Restructuring costs

53

10.

Impairment of assets

53

11.

Acquisitions and disposals of subsidiaries

56

12.

Investments in associates and joint ventures

56

13. Share capital and treasury shares

57

14.

Dividend paid by Pargesa Holding SA

58

15.

Share-based payments

58

16.

Pargesa's off-balance-sheet commitments at 30 June 2020

59

17.

Important events taking place after the closing date

59

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

34



Consolidated income statement

CHF MILLION

NOTE

H1 2020

H1 2019

Revenue

2

3'068.6

2'930.0

Other operating income

32.8

44.8

Changes in inventory

(20.0)

(10.6)

Raw materials, goods intended for resale and consumables

(799.7)

(1'001.9)

Staff costs

(1'115.0)

(700.9)

Depreciation of tangible assets and amortisation of intangible assets

(261.2)

(224.4)

Other operating expenses

(771.9)

(892.5)

Other operating income and expenses

3

(7.6)

9.5

Operating profit

126.0

154.0

Dividends and net interest from equity investments

5

265.4

395.2

Other financial income

6

218.4

73.4

Other financial expenses

6

(107.6)

(81.9)

Financial profit

376.2

386.7

Operating and financial profit

502.2

540.7

Income from associates and joint ventures

12

(28.7)

5.4

Net profit before tax

473.5

546.1

Income taxes

(33.8)

(58.5)

Net profit for the period (including minority interests)

439.7

487.6

- attributable to non-controlling interests

230.6

262.3

- attributable to Pargesa shareholders (Group share)

209.1

225.3

Basic net earnings per share in CHF (Group share)

2.47

2.66

Diluted net earnings per share in CHF (Group share)

2.47

2.66

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

35

Consolidated statement of comprehensive income

CHF MILLION

NOTE

H1 2020

H1 2019

Net profit for the period (including minority interests)

439.7

487.6

Other comprehensive income:

Items not subsequently reclassified to income statement

Actuarial gains/losses

19.1

(34.3)

Change in fair value of equity investments (1)

(2'363.0)

2'436.8

Total items not subsequently reclassified to income statement(2)

(2'343.9)

2'402.5

Items that are or may be subsequently reclassified to income statement

Change in hedging reserve

5.9

6.3

Change in translation reserve(3)

(611.6)

(259.3)

Share of comprehensive income of associates and joint ventures

0.4

0.9

Total items that are or may be subsequently reclassified to income statement(4)

(605.3)

(252.1)

Total other comprehensive income

(2'949.2)

2'150.4

Total comprehensive income for the period (including minority interests)

(2'509.5)

2'638.0

- attributable to non-controlling interests

(1'236.7)

1'281.4

- attributable to Pargesa shareholders (Group share)

(1'272.8)

1'356.6

  1. These amounts notably represent the impact of changes in the stock market price of equity investments, as well as capital gains on disposals.
  2. Including CHF -3.9 million of taxes in the 1st half of 2020 (CHF 10.0 million in the 1st half of 2019).
  3. These amounts represent, in particular, the impact of exchange rate fluctuations on consolidated subsidiaries.
  4. Including CHF 6.0 million of taxes in the 1st semester of 2020 (CHF -1.1 million in the 1st semester of 2019).

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

36



Consolidated balance sheet

CHF MILLION

NOTE

30.06.2020

31.12.2019

ASSETS

Long-term assets

Intangible assets

663.3

681.0

Goodwill

10

5'063.8

5'164.1

Tangible assets

2'852.2(1)

3'025.7

Investments in associates and joint ventures

12

496.9

483.7

Equity investments

7

16'341.7

19'030.6

Deferred tax assets

184.0

167.9

Other long-term financial assets

2'286.2(2)

110.9

Other long-termnon-financial assets

6.9

7.2

Total long-term assets

27'895.0

28'671.1

Short-term assets

Inventories

862.8

918.4

Trade receivables

971.7

1'041.2

Trading financial assets

803.5

1'536.9

Other short-term financial assets

624.8

96.2

Other short-termnon-financial assets

359.4

384.0

Cash and cash equivalents

1'821.8

1'360.9

Total short-term assets

5'444.0

5'337.6

TOTAL ASSETS

33'339.0

34'008.7

  1. Including CHF 469.6 million of right-of-use assets (CHF 494.4 million in 2019).
  2. Of which, CHF 2'166.5 million following the sale of 26'476'021 GBL shares to Parjointco Switzerland SA (see note 1).

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

37

CHF MILLION

NOTE

30.06.2020

31.12.2019

LIABILITIES AND EQUITY

Shareholders' equity

Share capital

13

1'698.7

1'698.7

Capital reserve

262.9

258.3

Treasury shares

13

(2.7)

(4.7)

Revaluation and hedging reserve

2'120.4

4'682.9

Translation reserve

(2'898.9)

(4'058.1)

Consolidated reserves

7'291.0

8'220.7

Equity attributable to the Group

8'471.4

10'797.8

Equity attributable to non-controlling interests

13'741.6

12'417.1

Total equity (including non-controlling interests)

22'213.0

23'214.9

Long-term liabilities

Provisions

442.3

492.3

Pension liabilities and similar benefits

386.6

434.2

Deferred tax liabilities

200.8

221.0

Financial debt

8

5'600.7

5'600.3

Other long-term financial liabilities

814.8

959.0

Other long-termnon-financial liabilities

35.0

26.7

Total long-term liabilities

7'480.2

7'733.5

Short-term liabilities

Provisions

38.1

32.1

Trade payables

679.1

724.4

Income tax payable

98.4

104.2

Financial debt due within the year

8

2'005.7

1'294.7

Other short-term financial liabilities

201.6

236.9

Other short-termnon-financial liabilities

622.9

668.0

Total short-term liabilities

3'645.8

3'060.3

TOTAL LIABILITIES AND EQUITY

33'339.0

34'008.7

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

38



Consolidated cash flow statement

CHF MILLION

NOTE

H1 2020

H1 2019

OPERATING ACTIVITIES

Net profit before tax

473.5

546.1

Adjusted for:

Income from associates and joint ventures

28.7

(5.4)

Dividends received from associates and joint ventures

0.4

7.9

Dividends recognised on equity investments

5

(265.4)

(395.2)

Dividends received from equity investments

250.2

224.1

Profit/loss on the sale of tangible and intangible assets

0.4

(7.9)

Profit/loss on the sale of subsidiaries

-

(9.6)

Profit/loss on the sale of associates and joint ventures

-

0.2

Depreciation, amortisation, impairment, impairment reversals and negative goodwill

234.8

225.9

Other non-cash income items

(157.9)

(33.3)

Interest income

(2.4)

(4.9)

Interest expense

81.0

47.9

Operating cash flow before changes in working capital and taxes

643.3

595.8

Changes in working capital

78.9

(112.3)

Income taxes paid

(46.0)

(72.9)

Cash flows from operations

676.2

410.6

INVESTMENT ACTIVITIES

Acquisitions of subsidiaries, net of cash acquired

11

(47.5)

(31.7)

Disposals of subsidiaries, net of cash transferred

11

8.2

1.2

Acquisitions of associates and joint ventures

(62.5)

(25.9)

Disposals of associates and joint ventures

9.0

32.1

Acquisitions of tangible and intangible assets

(206.5)

(187.3)

Disposals of tangible and intangible assets

4.9

11.7

Advances, repayments of long-term advances granted, and other

(549.9)

(10.8)

Acquisitions of equity investments

(6.5)

(559.1)

Disposals of equity investments

703.3

4.0

Acquisitions of other financial assets

(931.1)

(56.3)

Disposals of other financial assets

916.9

567.2

Cash flows from investments

(161.7)

(254.9)

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

39

CHF MILLION

NOTE

H1 2020

H1 2019

FINANCING ACTIVITIES

Treasury shares put into circulation by the parent company

6.7

0.2

Share issue/capital reduction by subsidiaries (share of non-controlling interests)

34.9

2.4

Additional/partial acquisitions and disposals in existing subsidiaries(1)

(172.3)

(198.1)

Dividend paid by parent company to shareholders

14

(222.8)

(216.8)

Dividends paid by subsidiaries to minority shareholders

(316.3)

(355.8)

Long-term financial

debt proceeds

397.7

61.0

Repayment of long-term debts and finance leases

(147.4)

(168.8)

Short-term financial

debt proceeds

1'289.7

921.2

Short-term financial

debt repaid

(809.5)

(24.3)

Interest received

19.1

8.5

Interest paid

(79.5)

(58.1)

Cash flows from financing

0.3

(28.6)

Effect of exchange rate variation

(53.9)

(10.8)

Increase/decrease in cash and cash equivalents

460.9

116.3

Cash and cash equivalents at 1 January

1'360.9

1'168.3

Cash and cash equivalents at 30 June

1'821.8

1'284.6

  1. This line item also includes the acquisition of GBL treasury shares.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

40



Consolidated statement of changes in equity

REVALUA-

NON-

TION AND

TRANS-

CONSO-

GROUP CONTROL-

CHF MILLION

SHARE

CAPITAL TREASURY

HEDGING

LATION

LIDATED

SHARE OF

LING

TOTAL

CAPITAL

RESERVE

SHARES

RESERVE

RESERVE

RESERVES

EQUITY INTERESTS

EQUITY

1 January 2020

1'698.7

258.2

(4.7)

4'682.9

(4'058.1)

8'220.7

10'797.7

12'417.1

23'214.8

H1 2020 net profit

-

-

-

-

-

209.1

209.1

230.6

439.7

Change in fair value of equity

investments(1)

-

-

-

(1'528.8)

-

292.0

(1'236.8)

(1'126.2)

(2'363.0)

Change in hedging reserve

-

-

-

1.4

-

7.5

6.1

(0.2)

5.9

Change in translation reserve

-

-

-

-

(256.7)

-

(256.7)

(354.9)

(611.6)

Share of comprehensive income of

associates and joint ventures

-

-

-

-

-

-

-

0.4

0.4

Actuarial gains/losses

-

-

-

-

-

5.5

5.5

13.6

19.1

Other comprehensive income

-

-

-

(1'530.2)

(256.7)

305.0

(1'481.9)

(1'467.3)

(2'949.2)

H1 2020 total comprehensive

income

-

-

-

(1'530.2)

(256.7)

514.1

(1'272.8)

(1'236.7)

(2'509.5)

Dividend paid by parent company

-

-

-

(222.8)

(222.8)

-

(222.8)

Dividends paid by subsidiaries

-

-

-

-

-

-

-

(316.3)

(316.3)

Treasury shares put into

circulation

-

4.7

2.0

-

-

-

6.7

-

6.7

Other changes in equity(2)

-

-

-

-

-

6.3

6.3

0.7

7.0

Effects of changes in scope

and capital increases on non-

controlling interests(3)

-

-

-

(1'032.3)

1'415.9

(1'227.3)

(843.7)

2'876.8

2'033.1

Changes in items other than

total comprehensive income

-

4.7

2.0

(1'032.3)

1'415.9

(1'443.8)

(1'053.5)

2'561.2

1'507.7

Total changes in H1 2020

-

4.7

2.0

(2'562.5)

1'159.2

(929.7)

(2'326.3)

1'324.5

(1'001.8)

30 June 2020

1'698.7

262.9

(2.7)

2'120.4

(2'898.9)

7'291.0

8'471.4

13'741.6

22'213.0

  1. Following the sale of Total shares, the revaluation reserves at the time of sale (CHF 292.0 million) have been reclassified to consolidated reserves.
  2. This line mainly includes miscellaneous changes from subsidiaries, in particular the cost of share-based payments at GBL and Imerys as well as changes from investments accounted for using the equity method by GBL.
  3. This line includes, in 2020, the impact of the decrease of the consolidation percentage in GBL from 51.7% at the end of 2019 to 35.2% at 30 June 2020, following the share exchange offer described in notes 1 and 11, as well as movements in GBL's treasury shares. The impact of the disposal of GBL shares represents a decrease in shareholders' equity in Group share of CHF 914.7 million and an increase in third parties' share of CHF 3'081.2 million. The variation on this line of the revaluation and hedging reserve and of the translation reserve represents the reclassification of these items to consolidated reserves following the sale of GBL shares.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

41

REVALUA-

NON-

TION AND

TRANS-

CONSO-

GROUP CONTROL-

CHF MILLION

SHARE

CAPITAL TREASURY

HEDGING

LATION

LIDATED

SHARE OF

LING

TOTAL

CAPITAL

RESERVE

SHARES

RESERVE

RESERVE

RESERVES

EQUITY INTERESTS

EQUITY

1 January 2019 restated

1'698.7

258.2

(4.8)

2'754.0

(3'746.5)

7'805.4

8'765.0

11'102.9

19'867.9

H1 2019 net profit

-

-

-

-

-

225.3

225.3

262.3

487.6

Change in fair value of equity

1'181.9

investments(1)

-

-

-

1'064.9

-

190.0

1'254.9

2'436.8

Change in hedging reserve

-

-

-

3.1

-

-

3.1

3.2

6.3

Change in translation reserve

-

-

-

-

(117.5)

-

(117.5)

(141.8)

(259.3)

Share of comprehensive income of

associates and joint ventures

-

-

-

-

0.4

-

0.4

0.5

0.9

Actuarial gains/losses

-

-

-

-

-

(9.6)

(9.6)

(24.7)

(34.3)

Other comprehensive income

-

-

-

1'068.0

(117.1)

180.4

1'131.3

1'019.1

2'150.4

H1 2019 total comprehensive

income

-

-

1'068.0

(117.1)

405.7

1'356.6

1'281.4

2'638.0

Dividend paid by parent company

-

-

-

-

-

(216.8)

(216.8)

-

(216.8)

Dividends paid by subsidiaries

-

-

-

-

-

-

-

(355.8)

(355.8)

Treasury shares put into

circulation

-

0.1

0.1

-

-

-

0.2

-

0.2

Other changes in equity(2)

-

-

-

-

-

2.7

2.7

4.4

7.1

Effects of changes in scope

and capital increases on non-

controlling interests(3)

-

-

-

-

-

14.7

14.7

(232.4)

(217.7)

Changes in items other than

total comprehensive income

-

0.1

0.1

-

-

(199.4)

(199.2)

(583.8)

(783.0)

Total changes in H1 2019

-

0.1

0.1

1'068.0

(117.1)

206.3

1'157.4

697.6

1'855.0

30 June 2019

1'698.7

258.3

(4.7)

3'822.0

(3'863.6)

8'011.7

9'922.4

11'800.5

21'722.9

  1. Following the sale of adidas shares, the revaluation reserves at the time of sale (CHF 190.0 million) have been reclassified to retained earnings.
  2. This line mainly includes miscellaneous changes from subsidiaries, in particular the cost of share-based payments at GBL and Imerys as well as the changes from investments accounted for using the equity method by GBL.
  3. This line includes the impact of the increase in Pargesa's percentage of consolidation in GBL from 50.8% at the end of 2018 to 51.5% at 30 June 2019, mainly due to the acquisition of treasury shares by GBL.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

42



Notes to the consolidated financial statements

1. General information and accounting policies

Pargesa Holding SA ("the Company"), 11, Grand-Rue, 1204 Geneva, Switzerland, is recorded in the Commercial Register of the Canton of Geneva. Its main purpose is the purchase, sale, administration and management, in Switzerland and abroad, of investments of a financial, commercial and industrial nature.

The half-yearly consolidated accounts of the Company for the accounting period ending 30 June 2020 bring together the Company and the subsidiaries it controls ("the Group") and the Group's interests in associated undertakings and joint ventures. The Company's Board of Directors authorised the publication of the H1 2020 consolidated financial statements on 30 July 2020.

At 30 June 2020, Pargesa Holding SA is majority owned by Parjointco NV, a Dutch company. The ultimate shareholders are Stichting Administratiekantoor Frere-Bourgeois in the Netherlands and the Desmarais family in Canada, specifically Paul Desmarais, Jr. and Andre Desmarais.

Public exchange offer

On 22 April 2020, Parjointco Switzerland SA ("Parjointco"), a subsidiary of Parjointco NV, launched a public exchange offer (the "Offer") for all the bearer shares of the Company in public hands, according to an exchange ratio of 0.93 GBL share for each Pargesa share contributed. The offer period began on 8 May 2020 and ended on 26 June 2020, following an additional acceptance period.

At their extraordinary general meeting of 28 April 2020, GBL's shareholders approved the introduction of double voting rights by 85.7%, thereby satisfying one of the conditions precedent of the Offer.

On 9 June 2020, Parjointco and Pargesa declared the exchange Offer successful.

On 15 June 2020, in connection with the Offer, Pargesa's subsidiary, Pargesa Netherlands BV, sold 26.5 million GBL shares on credit to Parjointco for an amount of CHF 2'166.5 million (the deferred payment of the sale price is presented in the balance sheet under "Other long-term financial assets"). Following this transaction, and as at 30 June 2020, Pargesa Netherlands BV held 35.2% of GBL's outstanding shares (economic interest) and 49.4% of the voting rights (due to double voting rights). Pargesa retains de facto control over GBL and continues to fully consolidate the investment in GBL (see "Accounting estimates and judgements").

See also notes 11 and 17.

ACCOUNTING PRINCIPLES

The unaudited half-yearly consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and comply with International Accounting Standard (IAS) 34 on "Interim financial reporting". The half-yearly financial statements are presented in condensed form and must be read in conjunction with the annual financial statements at 31 December 2019.

The accounting procedures and computing methods used in the preparation of the half-yearly financial statements were the same as those used for the 2019 consolidated financial statements, with the exception of those referred to below under "Changes in accounting principles and methods".

CHANGES IN ACCOUNTING PRINCIPLES AND METHODS

The following standards and amendments, which came into effect in 2020, apply to the accounting for, and the measurement and presentation of transactions, events and conditions existing in the Group, but were not applied in advance at 31 December 2019:

STANDARD

APPLICATION DATE

Revised Conceptual Framework

for Financial Reporting

01.01.20

Amendments to IAS 1 and IAS 8

Definition of Material

01.01.20

Amendments to IFRS 3

Business Combinations: definition of a Business

01.01.20

Amendments to IFRS 9 and IAS 39

Reference interest rate reform

01.01.20

Sales or contributions of assets between an investor and its associate or joint

Amendments to IFRS 10 et IAS 28

venture

01.01.20

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

43

The adoption of standards effective for 2021 and after have not been adopted early and are not expected to have a significant impact on the consolidated financial statements.

ACCOUNTING ESTIMATES AND JUDGEMENTS

Following the completion of the first tranche of the exchange offer, as at 30 June 2020 Pargesa's percentage holding in GBL shares in circulation reduced to 35.2% (31 December 2019: 51.7%). On the same date, the percentage of voting rights stood at 49.4%, taking into account the double voting right accepted by GBL shareholders in April 2020 compared to 51.7% at 31 December 2019.

That being the case, Pargesa analysed the accounting treatment to be applied to GBL according to IFRS 10, in particular the authority over this shareholding, to classify it as (i) a fully consolidated investment (IFRS 10) or (ii) investment in associates and joint ventures (IAS 28) with recognition of Pargesa's share of GBL's earnings and shareholders' equity.

IFRS 10 states that an investor must have all three elements of control, namely (i) power over the investee, (ii) exposure to the variable returns from its involvement with the investee and (iii) the ability to exercise its power over the investee to influence the amount of the investor's returns, in order to be able to conclude that the investor controls the investee.

Pargesa considered (i) the double voting rights and the dispersion of GBL shareholders and (ii) its representation on the board of directors and its ability to influence its relevant activities.

Taking these factors into account, Pargesa concluded that it retains de facto control over its subsidiary and continues to fully consolidate the investment.

In terms of judgement, GBL analysed the accounting treatment to be applied to the investment in Ontex, Umicore and SGS and particularly the classification in (i) investments in associates (IAS 28 - Interests in Associates and Joint Ventures), with the recognition of GBL's share in the profit or loss and shareholders' equity of Ontex, Umicore and SGS, respectively, or (ii) in other equity investments (IFRS 9 - Financial Instruments), with the recognition of the investment at its fair value and the recognition of the dividend through profit or loss.

In accordance with IAS 28, it is assumed that a group does not exercise significant influence if the percentage holding is less than 20.0%, unless it can be clearly demonstrated. According to this standard, significant influence is usually demonstrated in the case of (i) representation on the board of directors, (ii) participation in policy-making processes, (iii) material transactions between the investor and the company owned, (iv) the interchange of managerial personnel or (v) the supply of critical technical information.

As of 30 June 2020, these three investments are held respectively at 19.98%, 18.0% and 18.9%. The representation on the board of directors of those companies is not sufficient to demonstrate the existence of significant influence. Moreover, representation on the boards of directors is limited to the mandates of the directors and does not come from a contractual or legal right but from a resolution at general shareholders' meeting.

Taking these different factors into account, GBL has entered into the accounting treatment of its investments in Ontex, Umicore and SGS as other equity investments as of 30 June 2020.

With respect to the tax rate on the net profit before tax for the semester, at Imerys, the main company concerned, the tax rate applied to halfyearly income is obtained from an estimate of the rate applicable to the annual result. This is calculated from the average of the legal rates, weighted in accordance with forecasted results. This weighted average is adjusted for permanent differences expected over the financial year and for events whose generating events relate to the first half of the year.

Against the backdrop of the health and economic crisis caused by the Covid-19 pandemic, the Group paid particular attention to the estimates and judgments. In particular, the events triggering an impairment test constitute judgments of the Group. They mainly include significant changes in the business, interest rates, technology, obsolescence, return on assets and the value of market capitalisation falling below consolidated equity for listed companies. An adverse change to one of these factors will trigger an immediate impairment test, conducted either on a CGU or an individual asset. GBL and some of its holdings having observed, during the 1st half of 2020, an unfavourable evolution of some of these indicators in the context of the economic and health crisis caused by the Covid-19 pandemic, an impairment test was carried out on 30 June 2020 on the cash-generating units (CGUs) concerned (see Note 10).

CHANGES IN THE SCOPE OF CONSOLIDATION

On 15 June 2020, Pargesa, through its wholly owned subsidiary Pargesa Netherlands BV, sold 26.5 million GBL shares, lowering the consolidation rate in its investment in GBL to 35.2% as at 30 June 2020 compared to 51.7% as at 31 December 2019. The transaction and its effects are described in note 11 under the title "Disposal of subsidiaries in H1 2020".

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

44



FOREIGN CURRENCIES

In the financial statements of the Company and of each subsidiary, associate or joint venture, foreign currency transactions, when first recognised, are recorded in the functional currency of the company concerned using the exchange rate applicable on the transaction date. On the balance sheet date, monetary items denominated in foreign currencies are translated using the rate on the last day of the financial year (closing rate of exchange). Gains or losses from the realisation or translation of foreign currency monetary items are recognised as gains or losses by the entity concerned in the period during which they occur.

On consolidation, the assets and liabilities of the Group's foreign operations are translated using the closing rate of exchange. Income and expenses are translated using the average rate for the period. Resulting translation differences are recorded in equity under "Translation reserve". These translation differences are recognised as gains or losses when the company concerned is disposed of. Movements of funds in the consolidated cash flow statement are translated at the average rates of exchange

The following rates of exchange were used in the translation of the consolidated financial statements:

CLOSING EXCHANGE RATE

AVERAGE EXCHANGE RATE

30.06.2020

31.12.2019

30.06.2019

H1 2020

2019

H1 2019

EUR /CHF

1.0651

1.0854

1.1105

1.0642

1.1124

1.1295

SEASONALITY

A significant portion of the net dividends from equity investments is recorded in the first half of the year. Interim and final dividends can also be paid in H2 2020.

The result for the year will also be impacted by fair value adjustments to the funds that are accounted for through profit or loss, by value adjustments on derivatives, and by the second-half contributions of consolidated companies and associates (mainly Imerys and Webhelp, but also Parques Reunidos and Sienna Capital). Net income for the financial year may be affected, in the second half of the year, by any gains on disposals and fair value adjustments of assets. The risk of a revival of the Covid-19 pandemic still exists and could influence the 2020 results, in particular through fair value adjustments.

2. Segment reporting

The Group's business is subdivided into three segments : Holdings, Imerys and Webhelp.

The Holdings segment groups together Pargesa and GBL, a company listed on Euronext Brussels, and their wholly owned subsidiaries, together with private equity funds and other investment funds, mainly held by Sienna Capital, which, in turn, is wholly owned by GBL. The main purpose of the group of companies in the Holdings segment is the management of investments. This segment also includes operational subsidiaries consolidated by the funds.

On 19 November 2019, GBL acquired a majority of stake in Webhelp. The nature of the company's business and the direct management of the new acquisition by GBL, make the company a segment and is presented as such.

In 2019, Imerys implemented a new structure, organised around two segments, corresponding to its two new business groups - Performance Minerals (PM) and High Temperature Materials & Solutions (HTMS).

The Imerys segment comprises the Imerys group, which is listed on Euronext Paris and holds leading positions in each of its two business groups  (2018: 4 business groups):

  • The Performance Minerals (PM) business group brings together three geographic business areas: Europe Middle East Africa (EMEA), Americas and Asia-Pacific (APAC) serving the plastics, paints & coatings, filtration, ceramics, renewable energy and paper & board markets. Performance Minerals includes the former Performance Additives, Filtration, Carbonates, Ceramics, Kaolin and Graphite & Carbons divisions as well as the Bentonite & Perlite Intermediate business unit (part of the former Metallurgy division);
  • The High Temperature Materials & Solutions (HTMS) business group encompasses two business areas: High Temperature Solutions and Refractory Abrasives & Construction serving the refractory, foundry, metal flow, abrasives and building chemistry markets. High Temperature Materials & Solutions includes the Monolithic Refractories, Aluminates, Fused Minerals divisions as well as the Metalcasting & Absorbents and Steel Casting Fluxes business units (part of the former Metallurgy division).

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

45

SEGMENT ANALYSIS BY BUSINESS

H1 2020 INCOME BY SEGMENT

CHF MILLION

HOLDINGS

IMERYS

WEBHELP

TOTAL

Revenue

237.5

2'022.2

808.9

3'068.6

Other operating income

9.6

22.3

0.9

32.8

Changes in inventory

0.6

(20.6)

-

(20.0)

Raw materials, goods intended for resale and consumables

(113.4)

(671.5)

(14.8)

(799.7)

Staff costs

(68.1)

(477.0)

(569.9)

(1'115.0)

Depreciation of tangible assets and amortisation of intangible assets

(26.4)

(172.1)

(62.6)

(261.2)

Other operating expenses

(77.7)

(582.0)

(112.2)

(771.9)

Other operating income and expenses

(6.2)

(1.4)

-

(7.6)

Operating profit

(44.1)

119.8

50.3

126.0

Dividends and net interest from equity investments

265.4

-

-

265.4

Other financial revenue/(charges), net

54.8

(31.0)

87.0

110.8

Financial profit

320.2

(31.1)

87.0

376.2

Operating and financial profit

276.1

88.8

137.3

502.2

Income from associates and joint ventures

(27.4)

(1.2)

(0.1)

(28.7)

Net profit before tax

248.7

87.6

137.2

473.5

Income taxes

0.1

(26.4)

(7.5)

(33.8)

Net profit from continuing operations (including non-

controlling interests)

248.8

61.2

129.7

439.7

Other information:

Impairment/reversal of impairment losses on tangible assets

-

0.2

-

0.2

Impairment/reversal of impairment losses on investments,

operations, goodwill, intangible assets and negative goodwill

(6.2)

-

-

(6.2)

Capital gains/losses on investments and operations

-

(1.4)

-

(1.4)

Interest income

0.6

1.6

0.2

2.4

Interest expenses

(22.7)

(27.3)

(30.9)

(80.9)

BALANCE SHEET AT 30 JUNE 2020

CHF MILLION

HOLDINGS

IMERYS

WEBHELP

TOTAL

Long-term assets

19'816.5

5'336.6

2'742.0

27'895.0

- of which investments in associates and joint ventures

384.7

112.2

-

496.9

Short-term assets

1'949.1

2'782.5

712.4

5'444.0

Total assets

21'765.5

8'119.1

3'454.4

33'339.0

Long-term liabilities

2'609.8

2'943.2

1'927.2

7'480.2

Short-term liabilities

1'213.4

1'916.2

516.2

3'645.8

Total liabilities

3'823.2

4'859.4

2'443.4

11'126.0

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

46



H1 2019 INCOME BY SEGMENT

CHF MILLION

HOLDINGS

IMERYS

TOTAL

Revenue

373.5

2'556.5

2'930.0

Other operating income

5.7

39.1

44.8

Changes in inventory

1.7

(12.3)

(10.6)

Raw materials, goods intended for resale and consumables

(128.0)

(873.9)

(1'001.9)

Staff costs

(156.6)

(544.3)

(700.9)

Depreciation of tangible assets and amortisation of intangible assets

(37.8)

(186.6)

(224.4)

Other operating expenses

(84.3)

(808.2)

(892.5)

Other operating income and expenses

(0.1)

9.6

9.5

Operating profit

(25.9)

179.9

154.0

Dividends and net interest from equity investments

395.2

-

395.2

Other net financial items

12.4

(20.9)

(8.5)

Financial profit

407.6

(20.9)

386.7

Operating and financial profit

381.7

159.0

540.7

Income from associates and joint ventures

1.1

4.3

5.4

Net profit before tax

382.8

163.3

546.1

Income taxes

(6.0)

(52.5)

(58.5)

Net profit for the period (including non-controlling interests)

376.8

110.8

487.6

Other information:

Impairment/reversal of impairment losses on tangible assets

-

0.2

0.2

Impairment/reversal of impairment losses on investments, operations, goodwill,

intangible assets and negative goodwill

(0.1)

-

(0.1)

Capital gains/losses on investments and operations

-

9.6

9.6

Interest income

1.2

3.7

4.9

Interest expenses

(34.7)

(13.2)

(47.9)

BALANCE SHEET AT 31 DECEMBER 2019

CHF MILLION

HOLDINGS

IMERYS

WEBHELP

TOTAL

Long-term assets

20'327.7

5'567.2

2'776.2

28'671.1

- of which investments in associates and joint ventures

369.4

114.3

-

483.7

Short-term assets

2'238.6

2'546.1

552.9

5'337.6

Total assets

22'566.3

8'113. 3

3'329.1

34'008.7

Long-term liabilities

2'682.8

3'077.0

1'973.7

7'733.5

Short-term liabilities

1'015.4

1'604.0

440.9

3'060.3

Total liabilities

3'698.2

4'681.0

2'414 .6

10'793.8

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

47

Revenue comes mainly from Imerys and Webhelp and can be broken down as follows:

CHF MILLION

H1 2020

H1 2019

Sale of goods

2'000.2

2'504.1

Rendering of services

1'067.9

424.4

Other

0.5

1.5

Total

3'068.6

2'930.0

The above table is disclosing a disaggregation of revenue into sales of goods and rendering of services whose greater part corresponds to the re-invoicing of the freight cost of the product.

BREAKDOWN BY CASH GENERATING UNITS

CHF MILLION

H1 2020

H1 2019

Performance Minerals (Imerys)

1'150.3

1'386.0

High Temperature Materials & Solutions (Imerys)

879.2

1'170.6

Imerys Holding

(7.2)

-

Webhelp

808.9

-

Sienna Capital

237.4

373.4

Total

3'068.6

2'930.0

The following table presents a different breakdown of revenue by the time at which goods or services are transferred to customers, distinguishing between goods and services transferred to customers at a given point in time and services transferred to customers over time.

CHF MILLION

H1 2020

H1 2019

Goods and services transferred to customers at a specific time

2'259.2

2'595.8

Services progressively transferred to customers

809.4

334.2

Total

3'068.6

2'930.0

BREAKDOWN BY GEOGRAPHIC AREA

CHF MILLION

H1 2020

H1 2019

Europe

1'969.3

1'628.4

Asia

486.4

560.8

Americas

612.9

740.8

Total

3'068.6

2'930.0

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

48



3. Other operating income and expenses

CAPITAL GAINS/LOSSES AND IMPAIRMENTS ON INVESTMENTS AND OPERATIONS

As at 30 June 2020, this position amounts to CHF -7.6 million (30 June 2019: CHF 9.5 million), primarily due to the impairment of an investment for CHF -6.2 million. In 2019 it includes mainly the gain on the deconsolidation of the three North American talc entities, due to the loss of control by Imerys following their placement under the legal control of the court as part of seeking protection under Chapter 11 of the US Bankruptcy Act, for an amount of CHF 6.5 million.

4. Financial instruments

FINANCIAL ASSET AND LIABILITY CATEGORIES AT CARRYING AMOUNT - COMPARISON BETWEEN CARRYING AMOUNT AND FAIR VALUE

30.06.2020

31.12.2019

CARRYING

30.06.2020

CARRYING

31.12.2019

CHF MILLION

AMOUNT

FAIR VALUE

AMOUNT

FAIR VALUE

Equity investments (see note 7)

16'341.7

16'341.7

19'030.6

19'030.6

Other long-term financial assets(1)

2'286.2

2'286.2

110.9

110.9

Trade receivables

971.7

971.7

1'041.2

1'052.7

Trading financial assets

803.5

803.5

1'536.9

1'536.9

Other short-term financial assets

624.8

624.8

96.2

96.2

Cash and cash equivalents

1'821.8

1'821.8

1'360.9

1'360.9

Total financial assets

22'849.7

22'849.7

23'176.7

23'188.2

Financial debt

(5'600.7)

(5'589.7)

(5'600.3)

(5'604.4)

Other long-term financial liabilities(2)

(814.8)

(814.8)

(959.0)

(959.0)

Trade payables

(679.0)

(679.0)

(724.4)

(724.4)

Financial debt due within the year

(2'005.7)

(2'005.7)

(1'294.7)

(1'294.7)

Other short-term financial liabilities(3)

(201.6)

(201.6)

(236.9)

(236.9)

Total financial liabilities

(9'301.8)

(9'290.8)

(8'815.3)

(8'819.4)

Total

13'547.9

13'558.9

14'361.4

14'368.8

  1. Of which, a receivable of CHF 2'166.5 million from Parjointco Switzerland SA, an entity owned 100% by Parjointco NV, following the exchange offer.
  2. Of which, CHF 367.0 million of long-term lease liabilities as at 30 June 2020 (CHF 380.9 million as at 31 December 2019).
  3. Of which, CHF 127.8 million of short-term lease liabilities (CHF 133.3 million as at 31 December 2019).

VALUATION OF FINANCIAL ASSETS/LIABILITIES ACCORDING TO THE 3-LEVEL FAIR VALUE HIERARCHY

CHF MILLION

30.06.2020

LEVEL 1

LEVEL 2

LEVEL 3

TOTAL

Equity investments

15'189.8

-

1'151.9

16'341.7

Other long-term financial assets

-

1.7

-

1.7

Trading financial assets

803.5

-

-

803.5

Other short-term financial assets

-

9.6

9.6

Total financial assets carried at fair value

15'993.3

11.3

1'151.9

17'156.3

Other long-term financial liabilities

-

(9.6)

(437.9)

(447.5)

Other short-term financial liabilities

-

(50.1)

-

(50.1)

Total financial liabilities carried at fair value

-

(59.7)

(437.9)

(497.6)

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

49

CHF MILLION

31.12.2019

LEVEL 1

LEVEL 2

LEVEL 3

TOTAL

Equity investments

17'885.0

-

1'145.6

19'030.6

Other long-term financial assets

-

8.4

-

8.4

Trading financial assets

1'536.9

-

-

1'536.9

Other short-term financial assets

-

16.3

-

16.3

Total financial assets carried at fair value

19'421.9

24.7

1'145.6

20'592.2

Other long-term financial liabilities

-

(63.1)

(515.0)

(578.1)

Other short-term financial liabilities

-

(75.0)

-

(75.0)

Total financial liabilities carried at fair value

-

(138.1)

(515.0)

(653.1)

During the 1st semester 2020 financial period, two Sienna Capital funds were transferred from Level 3 to Level 1. The comparative figures as at 31 December 2019 were restated.

The tables above present the valuation of the financial assets/liabilities in a fair value hierarchy that reflects the importance of the data used for the valuation. This fair value hierarchy is as follows :

Level 1: Level1assets are generally publicly listed shares and bonds quoted prices (unadjusted) in active markets for identical assets or liabilities ; inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) ;

Level 2: theassetsgenerallyclassifiedas Level2 aretimedepositsandderivativeproducts.Liabilitiesclassedatthislevelaregenerallyderivatives; inputs for the asset or liability that are not based on observable market data (unobservable inputs);

Level 3: the assets classified at Level 3 are generally investments in private equity funds and unlisted shares .

CHANGE IN LEVEL 3 OF EQUITY INVESTMENTS

CHF MILLION

30.06.2019

31.12.2019

Balance at 1 January

1'145.6

639.5

Acquisitions

161.4

223.9

Disposals

(72.7)

(25.7)

Gains and losses recognised in the income statement

(27.8)

105.2

Translation and other differences

(54.6)

192.7

Balance at 30 June/31 December

1'551.9

1'145.6

In H1 2020 and FY 2019, the line item "Acquisitions" mainly included additional investments in private equity funds and other investment funds (see note 7). Following the application of IFRS 9, the equity investments at the 3-level fair value hierarchy, generally investments in non-listed companies, are remeasured through the income statement.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

50



5. Dividends and net interest from equity investments

CHF MILLION

H1 2020

H1 2019

SGS dividend

114.7

98.5

LafargeHolcim dividend

94.1

125.0

Pernod Ricard dividend

25.0

26.5

GEA dividend

6.9

14.8

Total dividend

0.3

20.2

adidas dividend

-

48.3

Umicore dividend

-

20.0

Ontex dividend

-

7.6

Other dividends (*)

24.4

34.3

Total

265.4

395.2

  1. In the 1st semester 2020, "Other dividends" include the reimbursement from the French Tax authorities of the withholding taxes, withheld from 2013 to 2018, on the dividends of Engie and Total for an amount of CHF 23.3 million (on 1st semester 2019: CHF 29.2 million).

6. Other financial income and expenses

The income statement line items "Other financial income" and "Other financial expenses" mainly include interest income and expenses and results on trading financial assets and derivatives.

In the 1st half of 2020, interest expense amounted to CHF 80.9 million. Financial income includes the change in fair value of investments at fair value through profit or loss for CHF 23.2 million and the change in fair value of the debts on Webhelp's minority shareholders for a profit of CHF 119.8 million and the derivative instruments implicitly embedded in the exchangeable bonds in LafargeHolcim shares for an amount of CHF 43.3 million as well.

At 30 June 2019, the other financial results of CHF -8.5 million reflected in particular the positive impact of the change in fair value of private equity funds and other non-consolidated funds for CHF 44.4 million, foreign exchange gains of CHF 11.8 million, as well as the default interest on withholding taxes that had been unduly levied on ENGIE dividends between 2013 and 2015 for an amount of CHF 5.6 million, reduced and offset by interest expense of CHF -47.9 million.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

51

7. Equity investments

DISPOSALS

FAIR VALUE

AT

TRANS-

FAIR VALUE

AT 1 JANUARY

ACQUISITION

CHANGE IN

LATION

AT 30 JUNE

CHF MILLION

2020 ACQUISITIONS

PRICE FAIR VALUE

DIFFERENCES

OTHER

2020

adidas

4'288.7

14.8

-

(811.1)

(80.1)

-

3'412.3

SGS

3'358.8

397.6

-

(378.9)

(62.5)

-

3'315.0

Pernod Ricard

3'441.9

-

-

(435.0)

(64.5)

25.0

2'967.4

Umicore

2'086.1

2.7

-

(68.5)

(38.9)

-

1'981.4

LafargeHolcim

2'505.4

-

-

(521.9)

(46.9)

-

1'936.6

GEA

491.5

-

-

(21.7)

(9.3)

-

460.5

Ontex

334.8

-

-

(100.2)

(6.3)

-

228.3

Total

865.4

-

(384.4)

(435.6)

(16.5)

(19.5)

9.4

Private equity funds

1'527.0

161.4

(72.6)

22.9

(28.2)

(45.0)

1'565.5

Other

131.0

354.3

(17.8)

-

(2.2)

-

465.3

Total

19'030.6

930.8

(474.8)

(2'750.0)

(355.4)

(39.5)

16'341.7

DISPOSALS

FAIR VALUE

AT

TRANS-

FAIR VALUE

AT 1 JANUARY

ACQUISITION

CHANGE IN

LATION

AT 31 DECEMBER

CHF MILLION

2019 ACQUISITIONS

PRICE FAIR VALUE

DIFFERENCES

OTHER

2019

adidas

3'225.9

-

(184.4)

1'361.5

(114.3)

-

4'288.7

SGS

2'800.0

-

-

661.9

(103.1)

-

3'358.8

Pernod Ricard

3'212.5

-

-

347.7

(118.3)

-

3'441.9

Umicore

1'712.4

28.5

-

410.6

(63.7)

(1.7)

2'086.1

LafargeHolcim

2'311.2

-

(436.8)

705.5

(74.5)

-

2'505.4

GEA

389.4

-

-

116.4

(14.3)

-

491.5

Ontex

331.8

-

-

15.2

(12.2)

-

334.8

Total

843.2

0.1

-

42.7

(31.3)

10.7

865.4

Private equity funds

789.6

400.0

(8.2)

164.8(*)

(47.5)

228.3

1'527.0

Other

216.9

0.4

(154.6)

82.2

(4.0)

(9.9)

131.0

Total

15'832.9

429.0

(784.0)

3'908.5

(583.2)

227.4

19'030.6

  1. Of which CHF 172 million were recorded in the income statement following the application of IFRS 9.

adidas, SGS, Pernod Ricard, Umicore, LafargeHolcim, GEA, Ontex and Total are all held by GBL. These shares, which are all listed in EUR (with the exception of SGS and LafargeHolcim, which are listed in CHF), are shown in the financial statements at fair value, which corresponds to the value in CHF of their market price on the reference date.

The line "Private equity funds" includes the Group's interests in Sagard, Sagard II, Sagard 3 and Sagard 4b, PrimeStone, BOT Capital Partners Fund II, Kartesia, KKR Sigma Co-Invest II, Mérieux Participations I, Marcho Partners, Ergon, opseo Long Term Value Fund, Matador Coinvestment, Palex and Carlyle International Energy Partners II. They are revalued at fair value, as determined by the managers of these funds, based on their investment portfolio. Changes in the fair value of these investments are recognised in the financial profit.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

52



H1 2020

In March and April 2019, GBL entered into forward sales related to 15.9 million Total shares (representing 0.6% of the capital). Those forward sales were executed at an average spot price of EUR 50.52 and an average forward price of EUR 48.37 per share for a total amount of EUR 771 million. The capital gain generated by these sales amounts to EUR 411 million (CHF 437.8 million), not impacting GBL's consolidated net result in 2020, in accordance with IFRS 9. At maturity of this transaction, GBL's ownership in Total was reduced to 0.01%. GBL continued to receive dividends on the disposed shares until the maturity date.

On 4 February 2020, GBL purchased the equivalent of EUR 374 million (CHF 398 million) in SGS shares by participating in a private placement by the von Finck family at a price of CHF 2'425 per share. Following this investment, GBL increased its stake in the capital of SGS from 16.7% at the end of 2019 to 18.9%. On 30 June 2020, GBL's total investment in SGS was valued at CHF 3'315.0 million.

In March 2020, Sienna Capital committed EUR 150 million to Sagard 4, the new fund managed by Sagard SAS. In March 2020, the Sagard 2 fund finalised the disposal of Ceva Santé Animale ("Ceva"), of which it was a shareholder since 2010. With EUR 1.2 billion of sales in 2019, Ceva has become in a few years one of the worldwide leaders in animal health, benefiting from a sustained organic growth and an ambitious build-up strategy. Sienna Capital has reinvested in the group through the Sagard 3 and Sagard 4 funds, which keep a minority stake in the new ownership structure of Ceva.

The "Other" column for Pernod Ricard corresponds to the dividend declared but not yet received, which is recognised in profit or loss. The interim dividends are recognised when they are declared by the board of directors, and not at the date of their effective payment.

The column "Other" for Total represents the reversal of dividends recorded by GBL and represents the second and third interim dividends for fiscal year 2019 declared in 2019, but payable in 2020.

2019

During the first half of 2019, GBL, a subsidiary of Pargesa, sold part of its stake in adidas, i.e. 1.0% of the capital, generating a capital gain of EUR 333 million, which was reclassified in the consolidated reserves according to IFRS 9. As of 31 December 2019, GBL's stake in adidas amounted to 6.8% representing an amount of EUR 4'289 million. GBL also sold 1.7% of the capital of LafargeHolcim, generating a profit of EUR 107 million (CHF 119.2 million) which was also reclassified in the consolidation reserves. As of 31 December 2019, this participation amounted to EUR 2'505 million.

On 16 July 2019, Sienna Capital invested EUR 150 million (CHF 166.9 million) in Marcho Partners LLP, a London-based fund specializing in innovation and technology and on 13 September 2019, GBL, through its subsidiary Sienna Capital, co-invested approximately EUR 100 million (CHF 111.2 million) in Compagnie Espanola de Petroleos, based in Spain. These acquisitions appear in the "Acquisitions" column on the "Private equity funds" line in the table.

GBL carried out prepaid forward sales (May 2019) Total shares in March and April 2019 for a total amount of EUR 771 million. This sale was not yet reflected in the table above in 2019. As of 31 December 2019, a debt of EUR 740 million (CHF 803.0 million and an attached derivative of EUR 34 million (CHF 37.2 million) was presented in the consolidated balance sheet.

During 2019, GBL increased its stake to 18.0% in Umicore's capital.

The "Other" column for private equity funds represents the deconsolidation of Kartesia entities, previously consolidated as associated companies and reclassified in "Equity investments".

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

53

8. Financial debt

GBL BANK DEBT

At 30 June 2020, GBL's confirmed credit lines amounted to EUR 2'150 million (CHF 2'290 million), and were partially drawn down in the amount of EUR 1'000 million (CHF 1'065 million); they mature in 2024 and 2025.

GBL FINANCIAL DEBT

During the first half of 2019, GBL entered into prepaid forward sale contracts for 15.9 million Total shares, with a maturity in January 2020. GBL had received EUR 771 million in cash and cash equivalents, the book value of which, as at 31 December 2019, amounted to EUR 739.8 million (CHF 803.0 million). Once the forward sale contracts had matured, this amount was settled by the delivery of the Total shares.

9.

Restructuring costs

CHF MILLION

H1 2020

H1 2019

Restructuring expenditure during the year

(50.3)

(59.4)

Impairment on assets in connection with restructuring

0.2

0.2

Change in restructuring provisions

27.6

(48.7)

Total

(22.5)

(107.9)

Restructuring costs in 2020 and 2019 related mainly to Imerys and originated in the different areas in which Imerys operates and especially due to the transformation program "Connect and shape".

Restructuring costs are recognised in the income statement under "Other operating expenses".

10. Impairment of assets

The net amount of impairments and impairment reversals recorded in H1 2020 is CHF -6.0 million (CHF +0.1 million in H1 2019).

DEFINITION OF CASH GENERATING UNITS (CGU)

The Group's management has retained the judgements made by Imerys and Sienna Capital in the definition of CGUs.

At Imerys, this constitutes a judgement when, at the level of the smallest possible grouping of assets, the following three criteria are met: a homogeneous production process for the mineral portfolio, transformation processes and applications; an active market with homogeneous macroeconomic characteristics; and a level of operating power in terms of continuation, restructuring or discontinuation of mining, industrial and/or business activity. When a CGU satisfies these three criteria, their respective cash flows are deemed to be independent. CGUs are formed directly from the analysis structure monitored each month by Imerys' executive management as part of its business reporting. All Imerys group's assets, including right-of-use assets net of lease liabilities, mining assets and goodwill, are allocated to a CGU. CGUs are grouped together to form the reporting segments at Imerys group level, namely: Performance Materials and High Temperature Materials & Solutions.

At Sienna Capital's level, the goodwill is allocated to each investment.

At the Pargesa level, it is the fully consolidated Imerys company that is considered a CGU.

The goodwill generated on the Webhelp acquisition still being provisional, no allocation by CGU was made as of 30 June 2020.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

54



In the table below, the carrying amount and the goodwill impairment loss are presented by CGU:

30.06.2020

31.12.2019

TOTAL ACCUMULATED

CARRYING

TOTAL ACCUMULATED

CARRYING

CHF MILLION

AMOUNT

IMPAIRMENT

AMOUNT

AMOUNT

IMPAIRMENT

AMOUNT

Webhelp

2'300.9

-

2'300.9

2'349.9

-

2'349.9

Performance Minerals (PM)

1'292.9

(2.2)

1'290.7

1'269.2

(2.3)

1'266.9

High temperature Materials & Solutions (HTMS)

1'068.1

(80.0)

988.1

1'151.1

(82.1)

1'069.0

Keesing*

116.6

-

116.6

114.3

-

114.3

svt and Kuhn Group*

94.6

-

94.6

96.4

-

96.4

Vanreusel*

64.8

-

64.8

56.3

-

56.3

Indo *

43.1

-

43.1

44.0

-

44.0

Sausalitos*

15.4

-

15.4

15.8

-

15.8

Holdings (Pargesa, GBL, Imerys)

149.6

-

149.6

151.5

-

151.5

Total

5'146.0

(82.2)

5'063.8

5'248.5

(84.4)

5'164.1

  • Investments held by GBL through Sienna Capital.

IMPAIRMENT TESTS

The Group having observed during the first half of 2020 an adverse change in some of the impairment indicators in the context of the economic and health crisis of Covid-19, an impairment test was carried out as of 30 June 2020 on the CGUs in question.

The recoverable amount for a CGU or an individual asset is the highest of the fair value less the costs of sale or the value in use. In practice, fair value can only be reliably estimated for individual assets and therefore corresponds to recent transaction prices for sales of similar assets. The value in use is the most commonly used measurement basis for CGUs and individual assets.

For Imerys, this test did not require the recognition of any impairment in 2020 and 2019.

The cash flow forecasts used to estimate value in use are taken from 2020 full year forecasts and the 2021-2023 plan. These flows take into account the reduced level of business conducted due to the health and economic crisis caused by the Covid-19 pandemic. The key underlying assumption of these forecasts is the level of organic growth. To calculate the terminal growth rate, Imerys uses the Gordon and Shapiro perpetual growth model.

The discount rate used to calculate value in use is determined using the weighted average cost of capital of groups comparable to Imerys in the industrial minerals sector. This rate, set at 6.75% in 2020 (6.75% for 2019), is adjusted for a country-market risk premium, which depending on the CGU or individual assets tested ranged from +41 to +145 basis points (+41 to +145 basis points in 2019). The average discount rate after income taxes amounted to 7.50% in 2020 (7.50% in 2019). The calculations net of income taxes are the same as those that would be performed with cash flows and rates before income taxes, as required by applicable standards.

For Sienna Capital, this test, computed on an annual basis, did not require the recognition of any impairment in 2020 and 2019.

The projected cash flows derive from the financial budgets made by managements of each respective investment, covering a period from three to five years. The prepared projections are extrapolated and cover a period of ten years. For the terminal value, Sienna Capital uses an average of the Gordon and Shapiro perpetual growth model and multiple valuation method.

The discount rate used to calculate the value in use is determined based on the weighted average cost of capital of groups comparable to each investment in their respective sector. This rate is adjusted by a country/market risk premium and a specific premium. The average discount rate after taxes was 10.29% in 2020 (10.00% in 2019).

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

55

For Webhelp, the extent of the economic uncertainties emanating from the Covid-19 pandemic has led despite the group's recent acquisition on 19 November 2019, to perform an impairment test of this subgroup.

The cash flow projections used are based on a weighting of 3 scenarios built on 5-year business plans then extrapolated to cover a 10-year period. For the terminal value, Webhelp uses the Gordon and Shapiro perpetual growth model.

The determination of the discount rate is based on a study of the cost of capital of groups comparable to Webhelp adjusted for a specific premium of 1% in line with the financial structure of the subgroup. The impairment test carried out on Webhelp does not show any loss in value on the assets tested as of 30 June 2020.

A summary of the main assumptions used is presented below.

Sensitivity tests were performed on both the discount rate and the perpetual growth rate.

In the following table, the weighted average discount and perpetual growth rates used in the computation of the value in use are presented by CGU:

30.06.2020

31.12.2019

PERPETUAL

PERPETUAL

DISCOUNT RATE

GROWTH RATE

DISCOUNT RATE

GROWTH RATE

Performance Minerals (PM)

7.67%

2.05%

7.67%

2.05%

High temperature Materials & Solutions (HTMS)

7.25%

1.99%

7.25%

1.99%

Average rate (Imerys)

7.50%

2.02%

7.50%

2.02%

Average rate (Webhelp)

7.70%

2.00%

-

-

Average rate (Sienna Capital)

10.29%

1.17%

10.00%

1.17%

At the Holding segment level, the tests also did not require the recognition of impairment losses.

SENSITIVITY TO A CHANGE IN THE PROJECTED CASH FLOWS AND DISCOUNT RATES

Out of all of the assumptions used, changes in the projected cash flows, the discount rate and the perpetual growth rate have the largest impact on the financial statements. The various adverse changes applied to conduct these sensitivity tests were deemed to be reasonably possible in the context of the test: 5.00% decrease of cash flow forecasts (5.00% decrease as of 31 December 2019); 1.00% increase in discount rates (1.00% increase as of 31 December 2019); and a 1.00% decrease in perpetual growth rates (1.00% decrease as of 31 December 2019). These sensitivity tests identified that an adverse change in the discount rates could lead to the recognition of an impairment of EUR 28 million to the goodwill in the Refractory, Abrasives & Construction CGU of Imerys and of EUR 2 million to the goodwill of Sienna Capital's two operational subsidiaries.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

56



11. Acquisitions and disposals of subsidiaries

ACQUISITIONS OF SUBSIDIARIES IN H1 2020

There were no material acquisitions during the 1st semester of 2020.

DISPOSALS OF SUBSIDIARIES IN H1 2020

In connection with the public exchange offer (see also "General Information, Accounting Principles and Rules"), Pargesa's subsidiary, Pargesa Netherlands BV, sold 26.5 million GBL shares to Parjointco Switzerland SA for an amount of CHF 2'166.5 million, lowering Pargesa's equity interest in GBL to 33.6%. In the consolidated cash flow statement, this transaction had no monetary impact and is therefore not reflected therein, as the sale at a price of CHF 2'166.5 million was made on credit. As at 30 June 2020, Pargesa holds 49.4% of the voting rights (de facto control), taking into account the double voting rights attributed to the shares held, compared to 51.7% as of 31 December 2019. Pargesa retained control of GBL and, in accordance with IFRS accounting standards, the transaction was treated as an equity transaction between majority and minority shareholders and does not impact the income statement. The impact on consolidated shareholders' equity in Pargesa Group's share was CHF -914.7 million and CHF +3'081.2 million for third parties (see also "Consolidated statement of changes in equity").

ACQUISITIONS OF SUBSIDIARIES IN H1 2019

There was no material acquisition of consolidated companies in the first half of 2019.

DISPOSALS OF SUBSIDIARIES IN H1 2019

On 12 February 2019, Imerys, a GBL's subsidiary, relinquished control of its three North American talc entities. Following their placement under the legal control of the court as part of seeking protection under Chapter 11 of the US Bankruptcy Act, this loss of control led to a positive impact of CHF +6.5 million being recognised in "Other operating income and expenses".

12. Investments in associates and joint ventures

CHF MILLION

30.06.2020

31.12.2019

Carrying amount at 1 January

483.7

776.7

Acquisitions

39.3

67.9

Disposals and redemption

(5.1)

(20.8)

Net income

(28.7)

(63.5)

Dividend paid

(0.4)

(11.6)

Reclassification of equity investments

27.5

(230.4)

Translation and other differences

(19.4)

(34.6)

Carrying amount at 30 June/31 December

496.9

483.7

In H1 2020, the row "Acquisitions" includes the investment of GBL in Ergon Capital Partners IV (CHF 20.4 million) and in Backed (CHF 15.9 million). In 2019, the row "Acquisitions" was mainly related to Ergon Capital Partners IV.

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

57

ANALYSIS OF INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

CHF MILLION

30.06.2020

31.12.2019

Parques Reunidos

118.1

157.1

Ergon Capital Partners and Ergon Capital Partners II

81.2

52.1

Pollen

30.7

-

Other GBL and Imerys equity associates

266.9

274.5

Carrying amount at 30 June/31 December

496.9

483.7

Ergon Capital Partners and Ergon Capital Partners II, as well as Parques Reunidos and Pollen, are included in the "Holdings" segment in the segment reporting. The line "Other GBL and Imerys equity associates" includes Visionnaire and Mérieux Participations II, which are held through Sienna Capital. As of 30 June 2020, no equity associate was listed; Parques Reunidos was delisted at the end of 2019. As at 30 June 2019, the market capitalisation of Parques Reunidos was CHF 264.5 million.

The most important investments shown under "Other GBL and Imerys equity associates" are Visionary (associate) with a value of CHF 36.7 million at 30 June 2020 (CHF 43.2 million at 31 December 2019), Mérieux Participations II (associate) for a value of CHF 54.4 million as at 30 June 2020 (CHF 59.9 million as at 31 December 2019), MST Mineralien Schiffahrt (associate) for a value of CHF 15.1 million as at 30 June 2020 (CHF 15.6 million as at 31 December 2019) and The Quartz Corporation (joint venture) for a value of CHF 31.2 million at 30 June 2020 (CHF 32.5 million at 31 December 2019).

ANALYSIS OF INCOME FROM ASSOCIATES AND JOINT VENTURES

CHF MILLION

H1 2020

H1 2019

Kartesia

-

18.5

Ergon Capital Partners and Ergon Capital Partners II

9.5

(6.2)

Parques Reunidos

(36.2)

(15.0)

Other GBL and Imerys equity associates

(2.0)

8.1

Income from associates and joint ventures

(28.7)

5.4

Kartesia's contribution for the 1st half of 2019 includes, on the one hand, interest on loans and, on the other hand, fair value revaluation gains of the loan portfolio. At the end of 2019, GBL deconsolidated its holdings in Kartesia Credit Opportunities III S.C.A and Kartesia Credit Opportunities IV S.C.A., to report them as "Equity investments".

13. Share capital and treasury shares

SHARE CAPITAL

REGISTERED SHARES

BEARER SHARES

TOTAL SHARES

CHF MILLION

NUMBER

PAR VALUE(1)

NUMBER

PAR VALUE(2)

NUMBER(3)

PAR VALUE

Share capital at 1 January 2019

77'214'700

154.4

77'214'700

1'544.3

84'936'170

1'698.7

Share capital at 31 December 2019

77'214'700

154.4

77'214'700

1'544.3

84'936'170

1'698.7

Share capital at 30 June 2020

77'214'700(4)

154.4

77'214'700(4)

1'544.3

84'936'170

1'698.7

Share capital outstanding at 30 June 2020

Share capital

77'214'700

154.4

77'214'700

1'544.3

84'936'170

1'698.7

Treasury shares(5)

-

-

(134'785)

(2.7)

(134'785)

(2.7)

Net share capital outstanding

77'214'700

154.4

77'079'915

1'541.6

84'801'385

1'696.0

  1. CHF 2 per share.
  2. CHF 20 per share.
  3. The number of registered shares is converted into the equivalent number of bearer shares by dividing by ten.
  4. Each share carries one vote.
  5. These shares do not give entitlement to dividends or voting rights.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

58



On 1 June 1994, the Company created conditional capital with a par value of up to CHF 242 million by issuing 11'000'000 registered shares with a par value of CHF 2 and 11'000'000 bearer shares with a par value of CHF 20.

On 6 May 2020, the Company renewed its authorised capital. Consequently, the Board of Directors is authorised to increase the share capital, up to 6 May 2022, by a maximum of CHF 253 million by issuing 11'500'000 new registered shares with a par value of CHF 2 and 11'500'000 new bearer shares with a par value of CHF 20.

Bearer shares are listed on the SIX Swiss Exchange. Registered shares are not listed.

TREASURY SHARES(1)

NOT YET OUTSTANDING,

NOT YET OUTSTANDING,

TOTAL

RESERVED FOR BOARD OF

RESERVED FOR THE EXERCISE

DIRECTORS USE

OF OPTIONS(2)

CHF MILLION

CARRYING

CARRYING

CARRYING

NUMBER

AMOUNT

NUMBER

AMOUNT

NUMBER

AMOUNT

1 January 2019

37'065

0.8

200'695

4.0

237'760

4.8

Granting of options

(33'430)

(0.7)

33'430

0.7

-

-

Exercise of options

-

-

(2'960)

(0.1)

(2'960)

(0.1)

31 December 2019

3'635

0.1

231'165

4.6

234'800

4.7

Granting of options

-

-

-

-

-

-

Cancellation of options

131'150

2.6

(131'150)

(2.6)

-

-

Exercise of options

-

-

(100'015)

(2.0)

(100'015)

(2.0)

30 June 2020

134'785

2.7

-

-

134'785

2.7

  1. Treasury shares are all bearer shares.
  2. Shares not yet outstanding and reserved for the exercise of options granted to the beneficiaries of share option schemes established by the Company (see note 15).

14. Dividend paid by Pargesa Holding SA

CHF MILLION

H1 2020

H1 2019

Dividend for the previous financial year paid during the period

222.8

216.8

- CHF per bearer share

2.63

2.56

- CHF per registered share

0.263

0.256

The 2019 dividend was approved by shareholders at the Annual General Meeting on 6 May 2020 and paid on 19 May 2020.

15. Share-based payments

PARGESA SHARE OPTIONS BY PARGESA HOLDING SA

On 3 May 2007, the Company created an incentive plan for the Company's employees, managers and executives involving the annual awarding of options on Pargesa Holding SA shares. The right to exercise the options were vested over time, i.e. one third after one year, two thirds after two years and in full after three years. The options had a maximum term of ten years. The options could be exercised at any time from the fourth year and until the options expire. The shares needed for the option exercise were taken from the Company's treasury shares. In H1 2020, the Company didn't grant any options. In the context of the public exchange offer (see General information and accounting policies), all options not yet exercised on 26 June 2020 were cancelled.

At 30 June 2020, the total cost of this option plan is recognised in staff costs and amounts is nil (CHF 0.1 million at 30 June 2019).

PARGESA HOLDING SA / HALF-YEAR REPORT 2020

59

CHANGES IN OPTIONS GRANTED

H1 2020

WEIGHTED AVERAGE

CHF MILLION

NUMBER OF OPTIONS

EXERCISE PRICE

Options at 1 January 2020

231'165

75.36

Exercised during the period

(100'015)

67.18

Cancellation of options

(131'150)

81.62

Options at 30 June 2020

-

-

16. Pargesa's off-balance-sheet commitments at 30 June 2020

Pargesa Netherlands BV (a wholly owned subsidiary of Pargesa Holding SA) has a contractual commitment to sell 2.2 million GBL shares to Parjointco Switzerland SA to enable Parjointco Switzerland SA to provide the minority shareholders of Pargesa Holding SA, in connection with the merger, with compensation of a value essentially equivalent to the exchange ratio offered by Parjointco Switzerland SA during the exchange offer, on terms and conditions described in the merger agreement signed between the parties.

17. Important events taking place after the closing date

The public exchange offer

of Parjointco Switzerland SA ("Parjointco") for all the bearer shares of Pargesa Holding SA held by the public succeeded.

The execution of the offer

was completed on 6 July 2020. Parjointco now holds 97% of the capital and 98% of the voting rights of Pargesa.

As part of this transaction, on 3 July 2020 Pargesa Netherlands BV sold a second lot of 6.6 million GBL shares to Parjointco for a consideration of CHF 518.3 million. Following this sale, Pargesa holds 29.5% of the capital and 44.8% of the voting rights in GBL and retains de facto control over the company as a result of the adoption of double voting rights by GBL shareholders last April.

Following the successful completion of the Parjointco offer, the Board of Directors of Pargesa decided on 30 July 2020 to approve the merger of Pargesa and Parjointco. In connection with the merger, it is intended that shareholders will be provided with compensation of a value essentially equivalent to the exchange ratio offered by Parjointco during the exchange offer, on terms and conditions described in the merger agreement signed between the parties.

The merger will be submitted to a vote of Pargesa shareholders at an Extraordinary General Meeting which has been convened for 4 September 2020.

The planned merger between Pargesa and Parjointco will not result in the early redemption of the bonds issued in 2015 by Pargesa and maturing in 2024. The principal paying agent for the loan, UBS AG, has in effect decided to waive this requirement in this case.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

60



Deloitte SA

Rue du Pré-de-la-Bichette 1 1202 Geneva Switzerland

Phone: +41 (0)58 279 8000

Fax: +41 (0)58 279 8800

www.deloitte.ch

Report of the group auditors

To the Board of directors of

Pargesa Holding SA, Geneva

Report on Review of Interim Condensed Consolidated Financial Statements

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial position of Pargesa Holding SA as of 30 June 2020 and the related interim condensed consolidated income statement, consolidated statement of comprehensive income, consolidated cash flow statements and consolidated statement of changes in equity for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. Management is responsible for the preparation and fair presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard IAS 34 - "Interim Financial Reporting". Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements for the six months ended 30 June 2020 are not prepared, in all material respects, in accordance with International Accounting Standard IAS 34 - "Interim Financial Reporting".

Deloitte SA

Fabien Bryois

Alexandre Ribordy

Licensed Audit expert

Auditor in charge

Geneva, 10 August 2020

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Glossary of alternative performance measures

GENERAL REMARKS

For the terms used to disclose the financial information of the investments, found in section 4 "Group Portfolio" (pages 10 to 23), please refer to the definitions provided by each company as found in its respective financial communication. The specific terminology used in the section 9 "Consolidated financial statements" of the Pargesa Group containing the "Consolidated financial statements of 30 June 2020" refers to the International Financial Reporting Standards (IFRS) measures.

The terms used in this report that are not part of the IFRS measures are explained here-below, in alphabetical order.

DIRECT INTEREST PERCENTAGE, TOTAL INTEREST PERCENTAGE, ECONOMIC INTEREST PERCENTAGE, PERCENTAGE OF VOTING RIGHTS, PERCENTAGE OF FLOW-THROUGH INTEREST

Pargesa's external communication contains different percentages describing the holding of share capital and the related voting rights:

  • direct interest percentage: has the meaning of the percentage of capital of the investment held directly by Pargesa calculated based on the total number of shares issued at the end of the period under review;
  • total interest percentage: has the meaning of the percentage of capital of the investment held directly by Pargesa or, indirectly through GBL, in other investments whether consolidated or not;
  • economic interest percentage: this is the fraction of the profit entitlement (or loss quota) that generally materialises with the dividend distribution and, if applicable, of the liquidation surplus/(deficit)

distribution of a company. It reflects the Group's "financial" or "monetary" rights in its subsidiaries and shareholdings;

  • percentage of voting rights: has the meaning of the percentage held directly and indirectly through intermediate, consolidated entities and is calculated based on the total voting rights that existed at the end of the period under review;
  • percentage of flow-throughinterest: represents the percentage Pargesa holds in the investments considering Pargesa direct interest percentage in GBL. This ratio is calculated by multiplying the interest held by GBL in each investment by the direct interest percentage that Pargesa holds in GBL (34% at 30 June 2020).

ECONOMIC RESULTS

In addition to the financial statements prepared in accordance with the IFRS accounting standards, Pargesa publishes an economic presentation of its results to provide consistent disclosure over the long-term of the contribution of each of its investments and, separately, the holding companies contribution to the consolidated results (Group share).

The purpose of the economic presentation is to provide an analytical breakdown of the consolidated results (Group share) of Pargesa by their origin. This presentation discloses on one hand the contribution of the various components of the investments (Pargesa share) and on the other hand the contribution from the activities of the holding companies (Pargesa and its share of GBL's holding activities).

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This analysis distinguishes between the operating and non-operating elements of the results. The sum of the operating income and the non-operating income corresponds to the consolidated net profit attributable to Pargesa shareholders (Group share) as presented in the consolidated financial statements.

  • the operating income includes the following items:
    • the contribution from the investment portfolio, comprised of the Pargesa's share in the operating income (as described above) of the investments consolidated in the Group financial statements (Imerys, Webhelp since 2019) or presented using equity accounting (Piolin II/Parques Reunidos) and the net dividends received from the non-consolidated shareholdings;
    • the net contribution from private equity and other investment funds (as grouped together by GBL under the title of Sienna Capital);
    • the net impact of gross financial income and gross financial expenses and the general expenses and taxes of the holding companies;
    • the trading results of GBL, the gains and losses from investment disposals or impairment provisions made within the private equity and other investment funds that are included within the operating income considering the nature of the business model of this category of investments.
  • the non-operating income includes:
    • the Group Share in the non-operating income of the investments consolidated in the Group financial statements (Imerys, Webhelp since 2019) or presented using equity accounting (Piolin II/Parques Reunidos);
    • and the non-operating income generated by the holding companies (Pargesa and its share in the non- operating income of GBL).

HOLDING SEGMENT

Comprises the parent company Pargesa and its subsidiaries (including GBL) whose main activity is to manage investments as well as the consolidated and non-consolidated operating companies.

LOAN TO VALUE

This ratio is calculated based on (i) net debt (gross cash less gross debt) held directly by Pargesa relative to

  1. the portfolio value of Pargesa. The ratio excludes the deferred payment price receivable for the sale of GBL shares acquired during the public exchange offer for the bearer shares of Pargesa Holding SA presented by Parjointco Switzerland SA. The valuation methods applied to the portfolio are identical to those used for the net asset value.

NET ASSET VALUE

The evolution in Pargesa's net asset value is, along with the change in its stock price and result, an important criterion for assessing the performance of the Group.

The net asset value is a conventional reference obtained by adding gross cash to the fair value of the investment portfolio and deducting gross debt.

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The net asset value calculation is based on the one hand on the assets and liabilities of Pargesa, with the exclusion of its investment in GBL and on the other hand on the Pargesa's flow-through interest in the value of the investments, the net cash or net debt, and other assets and liabilities of GBL. The net asset value is calculated based on the market closing prices and foreign exchange rates for listed investments and using the fair value and closing foreign exchange rates for unlisted investments, and private equity funds and other investment funds (Sienna Capital).

The valuation principles applied to the portfolio, summarised above, are explained more fully as follows:

  • investments in listed companies and treasury shares are valued at the closing price. However, the value of shares underlying any commitments made by the Group is capped at the conversion/exercise price;
  • investments in unlisted companies (Webhelp & Piolin II/Parques Reunidos) are valued at fair value;
  • regarding the portfolio of Sienna Capital, held by GBL, the valuation corresponds to the sum of its investments, marked to market, as determined by fund managers, to which is added Sienna Capital's net cash or, where applicable, from which is deducted Sienna Capital's external net debt.

In addition, the net asset value on a flow-through basis or flow-through value represents the value of the investments, treasury shares and net cash/net debt that Pargesa holds while taking into account Pargesa's direct interest percentage in GBL. This value is calculated by multiplying the interest of each component of the net asset value, described above, by the direct interest percentage that Pargesa held in GBL (34% at 30 June 2020).

Furthermore, the net asset value per share is expressed per bearer share with a nominal value of CHF 20, the registered shares with a nominal value of CHF 2 are included at a factor of one-tenth of their number.

NET CASH OR NET DEBT NET INDEBTEDNESS

The net cash, or where applicable, net debt is composed of the gross cash and the gross debt.

Gross debt includes all the financial liabilities of the Holding segment (convertible and exchangeable bonds, bonds and bank debt), valued at their nominal repayment value.

Gross cash includes the cash and cash equivalents (trading assets, etc.) of the Holding segment. It is valued at the book or market value (for certain cash equivalents).

The cash and debt indicators are presented for the Holding segment to reflect Pargesa Group's own financial structure and the financial resources available to implement its strategy.

OPERATING COMPANIES

The operating companies are the companies controlled by the Group or presented using the equity accounting method, which have a commercial activity. Excluded from this measure are the holding companies of the Group used for direct or indirect investment into the investment portfolio companies.

PARGESA HOLDING SA / HALF -YEAR REPORT 2020

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Pargesa Holding SA published this content on 14 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2020 16:42:07 UTC