Estimated Call Equity Value. The Estimated Call Equity Value (ECEqV) in Euro is defined according to the following formula: Where: • K1 is defined as the “EV/Sales” market multiple computed as the average of the EV/Sales multiples of a sample of comparable quoted companies over the period 2014 and 2013 provided that K1 is a minimum multiple of 1.50x and a maximum multiple of 1.80x and as further described in section 10.3 below; • Sales is defined as the consolidated net turnover as per section 9.6 below; • K2 is defined as the “EV/EBITDA” market multiple computed as the average of the EV/EBITDA multiples of a sample of comparable quoted companies over the period 2014 and 2013 provided that K2 is a minimum multiple of 8.50x and a maximum multiple of 11.50x and as further described in section 10.4 below; • EBITDA is defined as the consolidated “Earning before interest, tax, depreciation and amortization” as per section 9.7 below; • C 2014 is defined as the consolidated net cash position (if positive) or net debt position (if negative) at December 31, 2014 excluding Insurance Working Capital as further described in section 9.3 below; • Final ICG 2014 is defined as the Final Interim Cash Generated between 01/01/2014 and 30/06/2014 and as further described in section 9.4.2 below; and • WCEqV is defined as the valuation of the 49.90% share capital owned by GS & Cie in WGS Ré as further described in section 8.3 below. For the avoidance of doubt, WCEqV should only to be taken in the ECEqV formula if neither the Xxxxxx Gras Savoye Ré Call nor the Xxxxxx Gras Savoye Ré Put has been exercised before the date of calculation of ECEqV. The following table illustrates the methodology to compute the Estimated Call Equity Value as at 31/03/2009 on the basis of December 2007 and December 2008 Aggregates using for illustration purposes the minimum and maximum value of K1 and K2. Date of calculation for the illustration: 1st quarter of 2009 Sales 2008 353,9 Calculation section 9.6 EBITDA 2007 57,3 Calculation section 9.7 EBITDA 2008 58,7 Calculation section 9.7 C 2008 4,3 Calculation section 9.3 Final ICG 2008 na No calculation available WCEqV 18,9 Calculation section 8.3 K1 1,50 x 1,80 x Sales 2008 353,9 353,9 K1 x Sales 2008 (a) 530,9 637,0 K2 8,50 x 11,50 x EBITDA 2007 57,3 57,3 EBITDA 2008 58,7 58,7 EBITDA 2008 + 2007 EBITDA (c) 116,0 116,0 (EBITDA 2008 + 2007 EBITDA) x 0.5 (d) = 0,50 x (c) 58,0 58,0 K2 x ((EBITDA 2008 + 2007 EBITDA) x 0.5) (e) 493,0 667,0
Estimated Call Equity Value. The Estimated Call Equity Value (ECEqV) in Euro is defined according to the following formula: Where: • K1 is defined as the “EV/Sales” market multiple computed as the average of the EV/Sales multiples of a sample of comparable quoted companies over the period 2015 and 2014 provided that K1 is a minimum multiple of 1.50x and a maximum multiple of 1.80x and as further described in section 10.3 below; • Sales is defined as the consolidated net turnover for the fiscal year ended on December 31st of the relevant period, as per section 9.6 below; • K2 is defined as the “EV/EBITDA” market multiple computed as the average of the EV/EBITDA multiples of a sample of comparable quoted companies over the period 2015 and 2014 provided that K2 is a minimum multiple of 9.00x and a maximum multiple of 10.00x and as further described in section 10.4 below; • EBITDA is defined as the consolidated “Earning before interest, tax, depreciation and amortization” for the fiscal year ended on December 31st of the relevant period, as per section 9.7 below, as adjusted at the ECEqV Calculation Date to include any EBITDA Impact Adjustments on EBITDA for the relevant year; • C 2015 is defined as the consolidated net cash position (if positive) or net debt position (if negative) at December 31, 2015 excluding Insurance Working Capital as further described in section 9.3 below; and • Final ICG 2015 is defined as the Final Interim Cash Generated between 01/01/2015 and 30/06/2015 and as further described in section 9.4.2 below. The following table illustrates the methodology to compute the Estimated Call Equity Value as at 31/03/2009 (excluding the impact of any EBITDA Impact Adjustments on EBITDA for the relevant periods) on the basis of December 2007 and December 2008 Aggregates using for illustration purposes the minimum and maximum value of K1 and K2.
