NHOA NHOA

RELATING TO THE FILING OF THE DRAFT SIMPLIFIED TENDER OFFER

FOR THE SHARES OF THE COMPANY NHOA S.A.

INITIATED BY TAIWAN CEMENT EUROPE HOLDINGS B.V., A SUBSIDIARY OF TCC GROUP HOLDINGS CO., LTD

PRESENTED BY CRÉDIT AGRICOLE

Regulatory News:

NHOA S.A. (Paris:NHOA):

This document is an unofficial English-language translation of the legal press release (communiqué normé) relating to the filing of the draft simplified tender offer with the French Autorité des marchés financiers on July 8, 2024, and is provided for information purposes only. In the event of any discrepancies between this unofficial English-language translation and the official French document, the official French document shall prevail.

Not for publication, dissemination or distribution, directly or indirectly, in the United States of America or any other jurisdiction in which the distribution or dissemination of this Press Release is unlawful. This Press Release does not constitute an offer to purchase any securities. The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

This Press Release does not constitute an offer to purchase any securities. The Offer described hereinafter may only be opened after the clearance of the French Autorité des marchés financiers.

PRESS RELEASE RELATING TO THE FILING OF A DRAFT OFFER DOCUMENT (PROJET DE NOTE D’INFORMATION) PREPARED BY TAIWAN CEMENT EUROPE HOLDINGS B.V.

PRICE OF THE OFFER:

EUR 1.10 per NHOA share

DURATION OF THE OFFER:

10 trading days

The timetable for the simplified tender offer referred to herein (the “Offer”) will be set out by the French Autorité des marchés financiers (the “AMF”) in accordance with provisions of its general regulation (the “AMF General Regulation”).

 

This press release relating to the filing with the AMF on July 8, 2024 of the draft simplified tender offer for the shares of NHOA was prepared and issued by Taiwan Cement Europe Holdings B.V. in accordance with the provisions of Article 231-16, III of the AMF General Regulation (the “Press Release”).

The Offer and the draft offer document filed today with the AMF (the “Draft Offer Document”) remain subject to the review of the AMF.

IMPORTANT NOTICE In accordance with the provisions of Article L. 433-4 II of the French Code monétaire et financier and Articles 237-1 et seq. of the AMF General Regulation, in the event that, at the closing of the Offer, the number of NHOA shares not tendered in the Offer by the minority shareholders of NHOA (with the exception of NHOA free shares subject to a holding period and subject to a liquidity mechanism and/or assimilated to the shares held, directly or indirectly, by the offeror) does not represent more than 10% of the share capital and voting rights of NHOA, TCEH intends to require the AMF, at the latest within three (3) months following the closing of the Offer, to implement a squeeze-out procedure (retrait obligatoire) for the NHOA shares not tendered in the Offer (other than the NHOA free shares subject to a holding period and subject to a liquidity mechanism and/or assimilated to the shares held, directly or indirectly, by the offeror) to be transferred to TCEH in return for compensation per share equal to the offer price, i.e., €1.10 per NHOA share.

The Draft Offer Document is available on the websites of the AMF (www.amf-france.org), and of TCC Group Holdings Co., Ltd (www.tccgroupholdings.com/en/) and the Company (www.nhoagroup.com), and may be obtained free of charge from Crédit Agricole Corporate and Investment Bank:

12 place des Etats-Unis CS 70052 92547 Montrouge Cedex

The information relating to, in particular, the legal, financial and accounting characteristics of Taiwan Cement Europe Holdings B.V. will be made available to the public, pursuant to Article 231-28 of the AMF General Regulation, no later than the day preceding the opening of the simplified tender offer. A press release will be issued to inform the public of the manner in which this information will be made available.

1. PRESENTATION OF THE OFFER

Pursuant to Title III of Book II, and more specifically Article 233-1, 1° et seq. of the AMF General Regulation, Taiwan Cement Europe Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its registered office at Strawinskylaan 3051, 1077 ZX, Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 82637970 (“TCEH” or the “Offeror”), irrevocably offers to all the shareholders of NHOA S.A., a société anonyme à conseil d’administration, with a share capital of EUR 55,039,352, having its registered office at 93 boulevard Haussmann, 75008 Paris, France, registered with the Trade and Companies Register of Paris under number 808 631 691 (“NHOA” or the “Company”), to acquire in cash all of their shares in the Company, whether outstanding or to be issued, which are admitted to trading on Compartment B of the regulated market of Euronext Paris (“Euronext Paris”) under ISIN Code FR0012650166, ticker symbol “NHOA.PA” (the “Shares”), other than the Shares held, directly or indirectly, by the Offeror, at the price of EUR 1.10 per Share (the “Offer Price”), as part of a simplified tender offer, the terms and conditions of which are described hereinafter (the “Offer”).

The Offeror is an indirect subsidiary of TCC Group Holdings Co., Ltd (formerly known as Taiwan Cement Corporation), a company organized under the laws of the Republic of China (Taiwan), whose registered office is at No. 113, Section 2, Zhongshan North Road, Taipei City 104, Taiwan (“TCC”, and, together with its subsidiaries other than the Company and its subsidiaries, the “TCC Group”).

As of the date of the Draft Offer Document, TCEH holds 244,557,486 Shares, representing 88.87% of the Company’s share capital and theoretical voting rights.

The Offer targets all Shares that are not held, directly or indirectly, by the Offeror:

- which are already issued – i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of 30,639,274 Shares; and

- which could be issued before the closing of the Offer, as a result of the vesting of the Free Shares other than the Blocked Shares (as such terms are defined in Section 2.5 of this Press Release), subject to the satisfaction of the applicable performance conditions – i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of 184,414 Free Shares;

i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of Shares targeted by the Offer equal to 30,823,688.

Blocked Shares are not included in the Offer, subject to the lifting of holding periods provided for by applicable law and regulations. Holders of Blocked Shares, namely Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu, will be offered the possibility to benefit of a liquidity mechanism as set forth in Section 2.5.2 of this Press Release. The situation of holders of Free Shares in relation to the Offer is described in Section 2.5 of this Press Release.

To the knowledge of the Offeror as of the date of the Draft Offer Document, the Company holds no treasury Shares and there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the Shares and the Free Shares.

The Offer, which will be followed, if the required conditions are met, by a squeeze-out procedure pursuant to Article L. 433-4, II, of the French Code monétaire et financier and Articles 237-1 et seq. of the AMF General Regulation, is carried out in accordance with the simplified offer procedure governed by Articles 233-1 et seq. of the AMF General Regulation. The Offer will be open for a period of ten (10) trading days, it being noted that the Offer will not be reopened following the publication of the final result of the Offer by the AMF given the Offer is carried-out under the simplified procedure.

The Offer is presented by Crédit Agricole Corporate and Investment Bank which guarantees, in accordance with the provisions of Article 231-13 of the AMF General Regulation, the content and the irrevocable nature of the commitments undertaken by the Offeror in connection with the Offer.

1.1 Background and reasons for the Offer

1.1.1 Reasons for the Offer

The shareholding of TCC in the Company dates back from 2021 when TCC acquired, through its subsidiary TCEH, approximately 60.48% of the share capital of NHOA (which was then formerly known as Engie EPS S.A.) indirectly from ENGIE S.A. A mandatory tender offer was then launched by TCEH, which closed on September 23, 2021, following which TCC, indirectly through its subsidiary TCEH, held 65.15% of the share capital of NHOA.

The Offer is motivated by several factors. NHOA’s development requires significant investments that will be easier to decide on and implement as a non-listed company: effectively, a private ownership would enable NHOA to more efficiently implement long-term strategies without the pressures of the capital markets’ expectations and sensitivity to share price fluctuations.

Furthermore, given the current structure of NHOA’s shareholder base and the low volume of trading, the listing is not particularly beneficial for NHOA. A delisting of the Shares from Euronext Paris would enable the simplification of NHOA’s legal structure, and eliminate the costs and other burdens associated with running a publicly listed company.

In this context, TCC announced on June 13, 2024 its intention to file, indirectly through its subsidiary TCEH, a simplified tender offer for the Shares at the Offer Price.

As announced in a press release issued by the Company on June 17, 2024, the Company’s Board of Directors decided, on June 16, 2024, to set up an ad hoc committee, consisting of independent directors (namely Ms. Chen Ming Chang, Mr. Romualdo Cirillo, Mr. Luigi Michi, Ms. Cindy A. Utterback et Ms. Veronica Vecchi), which is responsible for proposing to the Company’s Board of Directors the appointment of an independent expert, for monitoring the expert’s work and for preparing a draft reasoned opinion (avis motivé).

On June 16, 2024, the Company’s Board of Directors, on the advice of its ad hoc committee, appointed Ledouble, represented by Mr. Olivier Cretté and Ms. Stéphanie Guillaumin, as an independent expert, in accordance with the provisions of Article 261-1 I and II of the AMF’s General Regulation, to prepare a report on the financial conditions of the Offer followed, if applicable, by a squeeze-out, which will be provided in full in the Company’s response document.

1.1.2 Context of the Offer

(A) Presentation of the Offeror

The Offeror is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands. Its sole shareholder is Taiwan Cement (Dutch) Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its registered office at Strawinskylaan 3051, 1077 ZX, Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 73050423.

Taiwan Cement (Dutch) Holdings B.V. (“TCDH”) is wholly-owned by TCC.

TCC is not controlled within the meaning of Article L. 233-3 of the French Code de commerce. TCC’s shares are listed on the Taiwan Stock Exchange.

(B) Acquisition of Shares by the Offeror over the past twelve months

During the twelve months preceding the filing date of the Draft Offer Document, the Offeror acquired Shares as part of the 2023 Rights Issue and the 2024 Acquisition only. As a result thereof, the Offeror holds, as of the date of the Draft Offer Document, 244,557,486 Shares, representing 88.87% of the Company’s share capital and theoretical voting rights.

(a) 2023 Rights Issue

On August 29, 2023, the Company launched a capital increase with shareholders’ preferential subscription rights (droits préférentiels de souscription) through the issuance of 249,663,040 new Shares at a unit subscription price of EUR 1.00 (including EUR 0.20 of nominal value and EUR 0.80 of issue premium), representing gross proceeds of EUR 249,663,040 (including issue premium) (the “2023 Rights Issue”). The prospectus consisting of the Company’s 2022 universal registration document, the amendment to the Company’s 2022 universal registration document and a securities note including the summary of the prospectus was approved by the AMF on August 28, 2023, under number 23-370.

The results of the 2023 Rights Issue were announced on September 15, 2023. As part of the 2023 Rights Issue, the Offeror subscribed in cash to 162,654,272 new Shares on an irreducible basis corresponding to the exercise of its preferential subscription rights. The Offeror also subscribed in cash to 62,268,112 additional new Shares, through the mechanism of article L. 225-134, I, 2° of the French Code de commerce.

As a result of the 2023 Rights Issue, the Offeror held 241,557,486 Shares, representing 87.78% of the Company’s share capital and theoretical voting rights.

(b) 2024 Acquisition

On April 4, 2024, the Offeror acquired 3,000,000 Shares on the market, from Caisse des Dépôts, at a unit price of EUR 0.5590 per Share (the “2024 Acquisition”). This 2024 Acquisition was disclosed to the market under the framework applicable to transactions of persons discharging managerial responsibilities, the Offeror being a person closely associated with Mr. Nelson An Ping Chang, chairman of the Company’s Board of Directors.1

As a result of the 2024 Acquisition, the Offeror held 244,557,486 Shares, representing 88.87% of the Company’s share capital and theoretical voting rights.

1.1.3 Declarations of thresholds crossing

In accordance with Articles L. 233-7 et seq. of the French Code de commerce and Articles 223-11 et seq. of the AMF General Regulation, pursuant to the declaration of thresholds crossing dated May 30, 2024, TCC declared, for regularization, that it had individually crossed upwards, indirectly through TCDH and the Offeror, the legal threshold of 2/3rd of the Company’s share capital and voting rights, on September 15, 2023, as a result of the 2023 Rights Issue.2

In accordance with Article 13 of the Company’s articles of association, pursuant to the declaration of legal and statutory thresholds crossing dated May 29, 2024, TCC declared, as a regularization, that it had individually crossed upwards, indirectly through TCDH and the Offeror, the statutory thresholds of 66%, 69%, 72%, 75%, 78%, 81%, 84% and 87% of the Company’s share capital and voting rights, on September 15, 2023, as a result of the 2023 Rights Issue.

As a result of these declarations for regularization purposes, in accordance with Article L. 233-14 of the French Code de commerce, TCEH’s number of exercisable voting rights was limited to 183,464,506 voting rights, i.e., 2/3 of the number of theoretical voting rights, until the expiration of a period of two years following the date of regularization of the declaration.

The 2024 Acquisition did not result in the Offeror crossing any legal or statutory threshold of the Company’s share capital and voting rights.

1.1.4 Allocation of the Company’s share capital and voting rights

To the knowledge of the Offeror as of the date of the Draft Offer Document, the Company’s share capital amounts to EUR 55,039,352, divided into 275,196,760 ordinary Shares of EUR 0.20 par value each, fully paid-up and all of the same class.

To the knowledge of the Offeror as of the date of the Draft Offer Document, the Company’s share capital and voting rights are allocated as follows:

Shareholders

Number of Shares

% of Shares

Number of voting rights (*)

% of voting rights

TCEH

244,557,486

88.87%

244,557,486

88.87%

Free float

30,639,274

11.13%

30,639,274

11.13%

Total

275,196,760

100.00%

275,196,760

100.00%

(*) Theoretical voting rights calculated pursuant to Article 223-11 of the AMF General Regulation. Please refer to paragraph 1.1.3 above for more information on the voting rights exercisable by TCEH.

1.1.5 Regulatory clearances

As of the date of the Draft Offer Document, the opening of the Offer is, pursuant to the provisions of Article 231-32 of the AMF General Regulation, subject to the prior authorization of the Italian Government under the Italian foreign investments regime (“Golden Power”).

A request for authorization was filed with the Italian Government on June 26, 2024. In accordance with applicable regulations, the decision of the Italian Government shall be issued within 45 calendar days (potentially extended by an additional period of 30 calendar days) as from the date on which the request for authorization was filed. Consequently, the decision of the Italian Government should be issued at the latest on September 10, 2024.

1.2 Benefits of the Offer and Offeror’s intentions for the next twelve months

1.2.1 Industrial, commercial and financial strategy and policy

Since NHOA is already being part of the TCC Group, the Offeror does not expect, as a result of the Offer, any material change in the industrial and financial policy and strategic orientations currently implemented by NHOA, beyond NHOA’s further cooperation with the TCC Group and subject to changes resulting, as the case may be, from the delisting of the Shares of the Company on Euronext Paris.

In other words, the Offeror intends to continue to support the strategic development of the Company and its subsidiaries, leveraging the expertise of TCC, its indirect shareholder.

1.2.2 Employment

Since NHOA is already being part of the TCC Group, the Offeror does not expect, as a result of the Offer, any particular impact on the approach pursued by the Company in relation with employment and employees policies, beyond ordinary course of business and subject to changes resulting, as the case may be, from the delisting of the Shares of the Company on Euronext Paris.

1.2.3 Composition of the corporate and management bodies of the Company

As of the date of the Draft Offer Document, the Company’s Board of Directors is composed as follows:

- Mr. Nelson An Ping Chang (Chairman);

- Mr. Carlalberto Guglielminotti;

- Mr. Giuseppe Artizzu;

- Mr. Jong-Peir Li;

- Ms. Chia-Jou Lai;

- Ms. Feng-Ping Liu;

- Ms. Chen-Ming Chang (independent member);

- Mr. Romualdo Cirillo (independent member);

- Mr. Luigi Michi (independent member);

- Ms. Veronica Vecchi (independent member); and

- Ms. Cynthia A. Utterback (independent member).

As of the date of the Draft Offer Document, the Chief Executive Officer of the Company is Mr. Carlalberto Guglielminotti, who was renewed as group Chief Executive Officer of NHOA on May 30, 2024 by the Company’s Board of Directors (for a one-year term). NHOA’s annual general meeting of June 13, 2024 renewed Mr. Carlalberto Guglielminotti’s term of office as member of the Board of Directors for a term of three (3) years expiring at the end of the general meeting to be held in 2027 to approve the financial statements for the financial year ended on December 31, 2026.

Upon completion of the Offer, the Offeror does not anticipate, as of the date of the Draft Offer Document, any change in the composition of the Board of Directors or in the composition of the management team of the Company, beyond ordinary course of business and subject to changes resulting, as the case may be, from the delisting of the Shares of the Company on Euronext Paris or from an intragroup reorganization.

1.2.4 Benefits of the Offer for the Offeror, the Company and the Company’s shareholders

The Offeror intends to continue to support the strategic development of the Company, leveraging the expertise of TCC, its indirect shareholder. The Offer will strengthen the Company’s relationship with a first-class partner to ensure the continuation of its businesses with extended resources and capacities. In particular, the Company will continue to benefit from (i) TCC Group’s wide range of expertise in the sectors of renewable energy, energy efficient technologies and energy storage and (ii) the expansion to new addressable markets, notably in Asia, through the TCC Group.

The Offer enables the Offeror and TCC to pursue their international energy and energy storage presence as well as to pursue the diversification of their product offerings. The Offer will also enable the TCC Group to continue to benefit from the Company’s highly qualified personnel and recognized expertise.

Furthermore, the Offeror enables minority shareholders of the Company, that will tender their Shares to the Offer, to obtain full and immediate liquidity for their Shares at the Offer Price, which represents:

- a premium of 88% over the last closing price per Share of the Company of June 12, 2024 prior to the announcement of the Offer; and

- premiums of 88%, 71% and 66% respectively compared to the volume-weighted average prices over the 60, 120 and 180 trading days preceding that date.

The information supporting the assessment of the Offer Price is presented in Section 3 of the official, French-language, version of this Press Release.

1.2.5 Contemplated synergies and anticipated economic profits

The Offeror, which is a holding company, does not anticipate any material cost or revenue synergies with the Company, other than the savings that may result from a simplification of the NHOA group legal structure and a delisting of the Shares of the Company on Euronext Paris, in the event of the implementation of a squeeze-out.

1.2.6 Merger and other reorganizations

Structurally, subject to discussions with the Italian Government and assessment on tax and other costs, having multiple layers of holding companies does not seem efficient. Intragroup reorganizations to simplify the chain of control may consequently be contemplated. As of the date of the Draft Offer Document, no decision has been made in this regard.

The Offeror also reserves the right to implement joint ventures or alliances with TCC Group’s strategic partners involving the Company. As of the date of the Draft Offer Document, no decision has been made in this regard.

1.2.7 Dividend distribution policy

No dividends or reserves have been distributed by the Company since its incorporation, and, to the knowledge of the Offeror as of the date of the Draft Offer Document, the Company has no plans to initiate a policy of dividend payments in the short-term.

No decision has been made with regards to the future distribution policy of the Company. However, the Offeror reserves the right to modify the Company’s distribution policy in the future. Any future distribution policy will be approved by the Board of Directors of the Company and will be implemented in accordance with the applicable law and the Company’s articles of association.

1.2.8 Squeeze-out – Delisting

In accordance with the provisions of Article L. 433-4 II of the French Code monétaire et financier and Articles 237-1 et seq. of the AMF General Regulation, in the event that, at the closing of the Offer, the number of Shares not tendered in the Offer by the minority shareholders of the Company (other than the Blocked Shares referred to in Section 2.5 of this Press Release and/or Shares assimilated to the Shares held, directly or indirectly, by the Offeror) does not represent more than 10% of the share capital and voting rights of the Company, the Offeror intends to require the AMF, at the latest within three (3) months following the closing of the Offer, to implement a squeeze-out procedure (retrait obligatoire) for the Shares not tendered in the Offer (other than the Blocked Shares and/or Shares assimilated to the Shares held, directly or indirectly, by the Offeror) to be transferred to TCEH in return for compensation per Share equal to the Offer Price – i.e., EUR 1.10 per Share. The implementation of this procedure will result in the delisting of the Shares from Euronext Paris.

In the event that the Offeror is not in a position, following the Offer, to implement a squeeze-out under the above-mentioned conditions, it reserves the right to file a public tender offer followed, if applicable, by a squeeze-out for the Shares it does not hold, directly or indirectly, at that date. In this context, the Offeror does not exclude increasing its interest in the Company after the end of the Offer and prior to the filing of a new offer in accordance with the applicable legal and regulatory provisions. In this case, the squeeze-out will be subject to the review of the AMF, which will rule on its conformity in light of the independent expert’s report to be appointed in accordance with the provisions of Article 261-1 of the AMF’s General Regulation.

1.3 Agreements that may have a material effect on the assessment of the Offer or its outcome

Other than the Liquidity Agreement described in Section 2.5.2 of this Press Release, the Offeror is not aware of, and is not party to, any agreement that could have a material effect on the assessment of the Offer or its outcome.

2. CHARACTERISTICS OF THE OFFER

2.1 Terms of the Offer

In accordance with the provisions of Article 231-13 of the AMF General Regulation, the draft Offer was filed on July 8, 2024 with the AMF by Crédit Agricole Corporate and Investment Bank, acting on behalf of the Offeror.

In accordance with Article 233-1 of the AMF General Regulation, the Offer will be carried out through the simplified tender offer procedure.

In accordance with the provisions of Article 231-6 of the AMF General Regulation, the Offeror irrevocably undertakes to the Company’s shareholders to acquire, at the Offer Price (i.e., EUR 1.10 per Share), all the Shares that will be tendered to the Offer during a period of ten (10) trading days. The attention of the Company’s shareholders is drawn on the fact that the Offer will not be reopened following the publication of the final result of the Offer by the AMF, given it is carried-out under the simplified procedure.

Crédit Agricole Corporate and Investment Bank guarantees the content and the irrevocable nature of the undertakings made by the Offeror as part of the Offer in accordance with the provisions of Article 231-13 of the AMF General Regulation.

2.2 Conditions of the Offer

A notice of filing of the Offer will be published by the AMF on its website (www.amf-france.org). In accordance with the provisions of Article 231-16 of the AMF General Regulation, a press release containing the main characteristics of the Offer and specifying the manner in which the Draft Offer Document will be made available to the public, will be disclosed on the websites of TCC (www.tccgroupholdings.com/en/) and of the Company (www.nhoagroup.com). The French version of the Draft Offer Document is available on the websites of the AMF (www.amf-france.org), TCC (www.tccgroupholdings.com/en/) and the Company (www.nhoagroup.com), and may be obtained free of charge from Crédit Agricole Corporate and Investment Bank.

The Offer and the related Draft Offer Document remain subject to the review of the AMF.

The AMF will declare the Offer compliant after having verified its conformity with the legal provisions and regulations applicable to it and will publish the declaration of conformity on its website (www.amf-france.org). This declaration of conformity issued by the AMF will serve as the approval (“visa”) of the offer document.

The offer document having received the AMF’s approval (“visa”) and the document containing the “Other Information” relating to the legal, financial, accounting and other characteristics of the Offeror will, in accordance with the provisions of Articles 231-27 and 231-28 of the AMF General Regulation, be made available to the public on the websites of the AMF (www.amf-france.org), TCC (www.tccgroupholdings.com/en/) and the Company (www.nhoagroup.com). These documents may also be obtained free of charge from Crédit Agricole Corporate and Investment Bank.

A press release specifying the terms and conditions for making these documents available will be issued no later than on the day preceding the opening of the Offer, in accordance with the provisions of Articles 231-27 and 231-28 of the AMF General Regulation.

Prior to the opening of the Offer, the AMF will publish a notice of opening and the timetable of the Offer, and Euronext Paris will publish a notice setting out the content of the Offer and specifying the timetable and terms of its completion.

2.3 Adjustment of the terms of the Offer

In the event that, between the date of the Draft Offer Document and the date of the settlement-delivery of the Offer (inclusive), the Company proceeds in any form whatsoever to (i) distribute a dividend, interim dividend, reserve, premium or any other distribution (in cash or in kind), or (ii) redeem or reduce its share capital, and in both cases, in which the detachment date or the reference date on which it is necessary to be a shareholder in order to be entitled thereto is set before the date of the settlement-delivery of the Offer (inclusive), the Offer Price will be reduced accordingly, on a euro per euro basis, to take into account this transaction.

Any adjustment of the Offer Price will be subject to the publication of a press release which will be submitted to the prior approval of the AMF.

2.4 Number and nature of the Shares targeted by the Offer

As of the date of the Draft Offer Document, the Offeror holds, directly or indirectly, 244,557,486 Shares representing 88.87% of the Company’s share capital and theoretical voting rights.3

The Offer targets all Shares, that are not held, directly or indirectly, by the Offeror:

- which are already issued – i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of 30,639,274 Shares; and

- which could be issued before the closing of the Offer, as a result of the vesting of the Free Shares other than the Blocked Shares (as such terms are defined in Section 2.5 of this Press Release), subject to the satisfaction of the applicable performance conditions – i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of 184,414 Free Shares;

i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of Shares targeted by the Offer equal to 30,823,688.

To the knowledge of the Offeror as of the date of the Draft Offer Document, the Company holds no treasury Shares and there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the Shares and the Free Shares.

2.5 Situation of the holders of Free Shares

2.5.1 2022 Free Share Plan

One free share plan has been implemented by the Company in 2022 (the “2022 Free Share Plan”). A total number of 542,200 free shares have been awarded to 83 employees and officers of the Company and its subsidiaries, on July 28, 2022 (the “Free Shares”).

2022 Free Share Plan

Date of the Company shareholders’ general meeting

June 23, 2022

Date of the Company’s Board of Directors

July 28, 2022

Number of Free Shares granted

542,200

Number of Free Shares cancelled or lapsed

6,000

Number of Free Shares not vested due to the success ratio of the performance conditions

332,743

End of the vesting period

July 28, 2024

End of the holding period4

July 28, 2025

Number of Free Shares which could be vested prior to the closing of the Offer

209,457

Number of Blocked Shares subject to the holding period upon vesting

25,043

Retained Free Shares5

6,262

At the end of the vesting period on July 28, 2024 (which might be postponed, subject to the resolution made by the Board of Directors of NHOA and to the consent of the beneficiaries), the Free Shares would vest provided that the relevant performance conditions are satisfied. Following the review of the success ratio of the performance conditions by the remuneration committee, as adopted by NHOA’s Board of Directors on June 25, 2024, it is specified that the performance conditions are met to the average extent of 38%. Consequently, based on the indicative timetable provided in Section 2.8 of this Press Release, 209,457 Free Shares would therefore be vested prior to the closing of the Offer.

To the knowledge of the Offeror as of the date of the Draft Offer Document, a maximum number of 25,043 Free Shares8 awarded to Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu would, upon vesting, be subject to a holding period expiring on July 28, 2025 (the “Blocked Shares”). Such Blocked Shares are not targeted by the Offer, subject to the lifting of holding periods provided for by applicable law and regulations. In addition, to the knowledge of the Offeror as of the date of the Draft Offer Document, Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu would, upon vesting, be required to retain 25% of their Blocked Shares until the termination of their respective offices (the “Retained Free Shares”). However, the holders of Blocked Shares (which include the Retained Free Shares), namely Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu, will be offered the possibility to enter into a Liquidity Agreement as set forth in Section 2.5.2 of this Press Release.

Therefore, after excluding the Blocked Shares, a maximum number of 184,414 Free Shares are targeted by the Offer.

2.5.2 Liquidity mechanism

Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu, as holders of Blocked Shares, will be offered the possibility to enter into a liquidity agreement with the Offeror (each, a “Liquidity Agreement”) to enable them to benefit from a liquidity in cash for their Blocked Shares which could not be tendered in the Offer.

The Liquidity Agreements would include (i) a put option (promesse d’achat) granted by the Offeror to each of Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu, exercisable during a period of 20 business days following the Availability Date; (ii) followed by a call option (promesse de vente) granted by each of Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu to the Offeror, exercisable during a period of 20 business days following the expiration of the put option exercise period, provided that such put option has not been exercised.

The put and call options would only be exercisable in the event of (i) the request by the Offeror of the implementation of a squeeze-out procedure following the closing of the Offer, (ii) a delisting of the Company’s Shares from the regulated market of Euronext Paris for any reason whatsoever, or (iii) a very low liquidity of the market for Shares following the closing of the Offer.

The “Availability Date” means the first business day following the expiration of the applicable holding period of the Blocked Shares (i.e., July 28, 2025, subject to the lifting of holding periods provided for by applicable law and regulations); provided that, with respect to the Retained Free Shares, the Availability Date means the first business day following the date of termination of office of Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu, respectively.

In the event of exercise of such put and call options, the price of the relevant Blocked Shares would be the Offer Price less any distributions of any kind or any proceeds whatsoever effectively received by Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu between the Offer closing date and the completion date of the sale of the Blocked Shares resulting from the exercise of the put or call options.

It is specified that the liquidity mechanism provided for in the Liquidity Agreement does not include any earn-out component (complément de prix) nor any guaranteed exit price (prix de sortie garanti).

In the event of implementation of a squeeze-out procedure, the Blocked Shares for which a Liquidity Agreement is entered into, as part of the liquidity mechanism described above, will be assimilated to the Shares held by the Offeror in accordance with article L. 233-9 I, 4° of the French Code de commerce and, consequently, will not be subject to the squeeze-out procedure.

2.6 Offeror’s right to purchase Shares during the Offer period

As from the filing of the proposed Offer with the AMF, and until the opening of the Offer, the Offeror reserves the right to purchase, through Kepler Cheuvreux, Shares on or off-market, in accordance with the provisions of Articles 231-38 and 231-39 of the AMF General Regulation, within the limits set out in Article 231-38, IV of the AMF General Regulation, corresponding to 30% of the existing Shares targeted in the Offer – i.e., a maximum of 9,191,782 Shares, or a maximum of 9,247,106 Shares after issuance of the Free Shares targeted by the Offer, subject to the satisfaction of the applicable performance conditions (excluding the Blocked Shares) –, at the Offer Price (i.e., EUR 1.10 per Share). Such acquisitions will be declared each day to the AMF and published on the AMF’s website (www.amf-france.org) in accordance with applicable regulations.

2.7 Procedure for tendering Shares to the Offer

Pursuant to the provisions of Articles 233-1 et seq. of the AMF General Regulation, the Offer will be open for a period of ten (10) trading days and will not be re-opened following the publication of the Offer’s final results.

The Shares tendered to the Offer must be freely negotiable and free of all liens, pledges and other sureties and restrictions of any nature whatsoever restricting the free transfer of their ownership. The Offeror reserves the right, at its sole discretion, to reject any Shares tendered to the Offer that do not satisfy these conditions.

The Company’s shareholders whose Shares are held through a financial intermediary and who wish to tender their Shares to the Offer must deliver a tender order to the financial intermediary, in the form made available to them by such financial intermediary and in a timely manner, so that their order can be executed and in any case no later than on the closing date of the Offer. The Company’s shareholders should inquire with their financial intermediary as to any specific deadline for submitting their tender orders.

The Company’s shareholders whose Shares are held in “pure” registered form (“nominatif pur”) shall request that their Shares be converted into “administrative” registered form (“nominatif administré”) in order to tender their Shares in the Offer unless they have already requested a conversion to bearer form (“au porteur”).

The Offer will be executed through sales and purchases on the market. The settlement and delivery will take place as the orders are executed, on the second trading day following the day of execution of each order. Trading fees (including brokerage fees and banking commissions and the related VAT) will remain entirely at the expense of the Company’s shareholders tendering to the Offer.

The Offeror will not pay any commission to the financial intermediaries through which the Company’s shareholders tender their Shares to the Offer.

Orders tendering Shares to the Offer must be delivered no later than on the closing date of the Offer. Orders tendering Shares to the Offer will be irrevocable.

Kepler Cheuvreux (member 639), the investment services provider authorized as a buyer’s market member (membre du marché acheteur), will purchase, on behalf of the Offeror, all the Shares that will be tendered to the Offer.

The Offer and all of related agreements (including the Draft Offer Document) are governed by French law. Any dispute or conflict relating to this Offer, whatever its subject-matter or grounds, will be brought before the competent courts.

2.8 Indicative timetable of the Offer

Prior to the opening of the Offer, the AMF will publish a notice announcing the opening of the Offer and its timetable, and Euronext Paris will publish a notice announcing the terms and the timetable of the Offer.

An indicative timetable of the Offer is set forth below:

Dates

Main steps of the Offer

July 8, 2024

■ Draft Offer and Draft Offer Document filed with the AMF

■ Draft Offer Document made available to the public and posted to the websites of TCC (www.tccgroupholdings.com/en/), the Company (www.nhoagroup.com) and the AMF (www.amf-france.org)

■ Press release published announcing the filing and availability of the Draft Offer Document

July 30, 2024

■ NHOA’s draft response document filed with the AMF

■ NHOA’s draft response document made available to the public and posted to the websites of the Company (www.nhoagroup.com) and the AMF (www.amf-france.org)

■ Press release published announcing the filing and availability of NHOA’s draft response document

September 9, 2024

■ Declaration of conformity of the Offer issued by the AMF, which serves as the approval (“visa”) of the offer document and NHOA’s response document

September 10, 2024

■ Offer document, approved by the AMF, and the information relating to the Offeror’s legal, financial and accounting characteristics made available to the public and posted to the websites of TCC (www.tccgroupholdings.com/en/), the Company (www.nhoagroup.com) and the AMF (www.amf-france.org)

■ NHOA’s response document, approved by the AMF, and the information relating to NHOA’s legal, financial and accounting characteristics made available to the public and posted to the websites of the Company (www.nhoagroup.com) and the AMF (www.amf-france.org)

■ Press releases published announcing the availability of the offer document, approved by the AMF, of NHOA’s response document, approved by the AMF, and of the information relating to NHOA’s and the Offeror’s legal, financial and accounting characteristics

September 10, 2024

■ Clearance by the Italian Government pursuant to the Italian foreign investments regime (“Golden Power”)

September 11, 2024

■ Opening of the Offer for a period of 10 trading days

September 24, 2024

■ Closing of the Offer

September 26, 2024

■ Results of the Offer published by the AMF

Shortly after publication of the results of the Offer

■ Implementation of the squeeze-out procedure and delisting of the Company’s Shares from the regulated market of Euronext Paris, provided all conditions are satisfied

2.9 Financing and costs of the Offer

2.9.1 Costs of the Offer

The overall amount of the fees, costs and external expenses incurred by the Offeror and its affiliates in connection with the Offer, including, in particular, fees and other expenses relating to its various legal, financial and accounting advisors and any other experts and consultants, as well as publicity costs, is estimated at approximately EUR 5 million (excluding taxes).

2.9.2 Financing of the Offer

In the event that all Shares targeted by the Offer are tendered to the Offer, the total amount of compensation in cash to be paid by the Offeror to the shareholders of the Company that tendered their Shares to the Offer, would amount to EUR 33,906,056.80. The Offer will be financed through the Offeror’s available cash.

2.9.3 Brokerage fees and compensation of intermediaries

The Offeror will not bear the cost of any brokerage fees or compensation for intermediaries (including, in particular, brokerage and banking commissions and related VAT).

2.10 Offer restrictions outside of France

The Offer will be made exclusively in France. The Draft Offer Document will not be distributed in countries other than France.

The Offer will not be registered or approved outside of France and no action will be taken to register or approve it abroad. The Draft Offer Document and the other documents relating to the Offer do not constitute an offer to sell or purchase transferable securities or a solicitation of such an offer in any other country in which such an offer or solicitation is illegal or to any person to whom such an offer or solicitation could not be duly made.

The holders of the Shares located outside of France can only participate in the Offer if permitted by the local laws to which they are subject, without the Offeror having to carry out additional formalities. Participation in the Offer and the distribution of the Draft Offer Document may be subject to particular restrictions applicable in accordance with laws in effect outside France. The Offer will not be made to persons subject to such restrictions, whether directly or indirectly, and cannot be accepted in any way in a country in which the Offer would be subject to such restrictions. Accordingly, persons in possession of the Draft Offer Document are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these countries. The Offeror will not accept any liability in case of a violation by any person of the local rules and restrictions that are applicable to it.

United States of America

In the specific case of the United States of America, it is stipulated that the Offer will not be made, directly or indirectly, in the United States of America, or by the use of postal services, or by any other means of communication or instrument (including by fax, telephone or email) concerning trade between States of the United States of America or between other States, or by a stock market or a trading system of the United States of America or to persons having residence in the United States of America or “US persons” (as defined in and in accordance with Regulation S of the US Securities Act of 1933, as amended). No acceptance of the Offer may come from the United States of America. Any acceptance of the Offer that could be assumed as resulting from a violation of these restrictions shall be deemed void.

The subject of the Draft Offer Document is limited to the Offer and no copy of the Draft Offer Document and no other document concerning the Offer or the Draft Offer Document may be sent, communicated, distributed or submitted directly or indirectly in the United States of America other than in the conditions permitted by the laws and regulations in effect in the United States of America.

Any holder of Shares that will tender its Shares to the Offer shall be deemed to represent that (i) it has not received a copy of the Draft Offer Document or any other document relating to the Offer into the United States of America and it has not sent or otherwise transmitted any such document into the United States of America, (ii) it is not a person having residence in the United States of America and it is not a “US person” (as defined in and in accordance with Regulation S of the US Securities Act of 1933, as amended) and that it is not issuing a tender order for the Offer from the United States of America, (iii) it has not used, directly or indirectly, postal services, telecommunication means or any other instruments concerning trade between States of the United States of America or between other States, or services of a stock market or a trading system in the United States of America in connection with the Offer, (iv) it was not located in the United States of America when it has accepted the terms of the Offer or has delivered its tender order for the Offer, and (v) it is neither an agent nor a representative acting on behalf of a person other than a person that communicated instructions outside of the United States of America.

Authorized intermediaries shall not be allowed to accept tender orders which do not comply with the foregoing provisions (save for any authorization or opposite instruction by or on behalf of the Offeror at the Offeror’s discretion). Any acceptance of the Offer which could be assumed to result from a breach of these restrictions will be deemed void.

The Draft Offer Document does not constitute an offer to sell or purchase transferable securities or a solicitation of such an offer in the United States of America and it has not been submitted to, registered with or approved by the U.S. Securities and Exchange Commission.

For the purposes of this section, “United States of America” means the United States of America, its territories and possessions, any one of these States, and the District of Columbia.

2.11 Tax regime applicable to the Offer in France

The tax regime applicable to the Offer in France is outlined in Section 2.11 “Tax regime applicable to the Offer in France” of the Draft Offer Document.

3. SUMMARY OF VALUATION CRITERIA FOR THE OFFER

Please refer to Section 3 of the official, French-language, version of this Press Release.

4. INFORMATION RELATING TO THE OFFEROR MADE AVAILABLE TO THE PUBLIC

In accordance with Article 231-28 of the AMF General Regulation, information relating to the legal, financial and accounting characteristics of the Offeror will be filed with the AMF and made available to the public through methods intended to ensure full and effective disclosure, no later than the day preceding the opening of the Offer.

5. PERSONS RESPONSIBLE FOR INVESTORS’ RELATIONS

For more detailed information relating to TCEH and to this Press Release, please contact:

Shelly Yeh – shellyyeh@taiwancement.com / ir@taiwancement.com

Simon Kung – simon.kung@taiwancement.com

Disclaimer

The Offer is being made exclusively in France.

This Press Release was prepared for information purposes only. This Press Release does not constitute an offer or part of an offer to sell, purchase or subscribe for any securities and it shall not be considered as constituting any solicitation of such an offer.

This Press Release may not be distributed in countries other than France, subject to the publication of this Press Release on TCC’s and NHOA’s websites pursuant to applicable regulations.

The dissemination of this Press Release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not made for persons subject to such restrictions, neither directly nor indirectly, and may not be accepted in any way from a country where the Offer would be subject to such restrictions. Consequently, persons in possession of this Press Release shall inquire about potential applicable local restrictions and comply with them.

TCEH and TCC will not be liable in the event of any breach of the applicable legal restrictions by any person.

____________________________ 1 AMF Document no. 2024DD959595, dated April 9, 2024. 2 AMF Document no. 224C0758, dated May 30, 2024. 3 On the basis of a total number of 275,196,760 Shares, representing the same number of theoretical voting rights of the Company (information as of June 10, 2024 published by the Company on its website www.nhoagroup.com)), computed pursuant to Article 223-11 of the AMF General Regulation. 4 The one-year holding period applies to the Free Shares that have been awarded to Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu – i.e., to the knowledge of the Offeror as of the date of the Draft Offer Document, 15,990 and 9,053 Free Shares, respectively. 5 Portion of vested Free Shares to be held by Messrs. Carlalberto Guglielminotti and Giuseppe Artizzu and to be retained until the termination of their respective offices, pursuant to article L. 225-197-1, II of the French Code de commerce and article 8 of the 2022 Free Share Plan (i.e., 25% of their vested Free Shares at the end of the vesting period).

View source version on businesswire.com: https://www.businesswire.com/news/home/20240708508058/en/

For more detailed information relating to TCEH and to this Press Release, please contact: Shelly Yeh – shellyyeh@taiwancement.com / ir@taiwancement.com Simon Kung – simon.kung@taiwancement.com