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A GLOBAL

APPROACH

TO SUSTAINABILITY

2015ANNUAL REPORT

NATURAL SOLUTIONS

CARMEUSE HOLDING S.A. AND SUBSIDIARIES

Registered office : Avenue Guillaume 9 - L-1651 LuxembourgRCSL : B114218

Carmeuse Holding S.A. and subsidiaries – 2015 Annual Report

Annual report Page index Independent auditor’s report 3-4 Management Report and Analysis of Results of 5-8 Operations and Financial Condition Consolidated Financial Statements, comprising: 9-39

- Consolidated balance sheet 9-10 - Consolidated income statement 11

- Consolidated statement of cash flows 12 - Notes to the consolidated financial statements 13-38

Corporate Governance 39-40 Statutory Annual Accounts, comprising: 41-49

- Independent auditor’s report 42-43

- Balance sheet 44-45

- Income statement 46 - Notes to the accounts 47-49

Contact person: Vincent De Busscher, Group Corporate Finance: [email protected]

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Deloitte. Deloitte Aud it Société à responsabilité limitée

560, rue de Neudorf L-2220 Luxembourg BY 1173 L-10 11 Luxembourg

Tel +352 451 451 Fax: +352 451 452 992 www.deloitte.lu

To the Shareholders of Canneuse Holding S.A.

9, A venue Guillaume L-I6SI Luxembourg

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

Report on the consolidated financial statements

Following our appointment by the General Meeting of the Shareholders, we have audited the accompanying consolidated financial statements of Canneuse Holding S.A., which comprise the

consolidated balance sheet as at December 31, 2015, the consolidated income statement and the consolidated statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes.

Responsibility's of the Board of Directors' for the consolidated financial statements

The Board of Directors is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Luxembourg legal and regulatory requirements relating to the

preparation of the consolidated financial statements, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Responsibility of the réviseur d'entreprises agréé

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

Société à responsabilité limitée au capital de 35.000 € RCS Luxembourg B 67.89S VAT LU2S101S35 Autorisation d' établissement· 10022179

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Deloitte.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the réviseur d'entreprises agréé's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the réviseur d'entreprises agréé considers internal control relevant to the entity's preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal

control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position ofCarmeuse Holding S.A. as at December 31,2015, and of the consolidated results and cash flows of its operations for the year then ended in accordance with Luxembourg legal and regulatory

requirements relating to the preparation of the consolidated financial statements.

Report on other legal and regulatory requirements

The consolidated management report, which is the responsibility of the Board of Directors, is consistent

with the consolidated financial statements.

For Deloitte Audit, Cabinet de révision agréé

Apri126,2016

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Carmeuse Holding S.A. and subsidiaries – Management Report and Analysis of results of operations and financial condition

Report on the 2015 consolidated financial statements We are pleased to report on the 2015 consolidated financial statements of Carmeuse Holding S.A. and its subsidiaries. Executive summary The year 2015 has been characterized by a reduction in lime volumes sold as a consequence to the demand decline in the steel sector in North America and Europe, mainly due to imports from China, a slowing down of investments in the energy sector, and to the reduction of activity in the flue gas desulphurization in the US due to growing electricity production via gas fired power plants. This drop in volumes generated a drop of the net consolidated turnover close to 5%. However, in such adverse environment, the Group succeeded in minimizing the impact on EBITDA thanks to the reduction of its cost base substantially through an alignment of its production capacity to the lower demand as well as a reduction of its SG&A expenses. The main events of 2015 were:

• Group development in Middle-East and Asia: our Oman kiln started production in May 2015 and our position in Oman was consolidated through the acquisition of a co-controlling interest in Associated Industries Limited SFZ aimed at operating a new kiln in 2016.

• Carmeuse France SAS (carbonate business) has been divested to an international industrial minerals group; the closing of the transaction occurred as of January 30, 2015;

• 2015 was a disappointing year volume wise: all regions showed downward burnt sales trend compared to last year bringing volumes of burnt products sold lower than in 2014, although somehow mitigated by an increase of crude volume sold;

• Rationalization initiatives aimed at adapting our production capacity to the lower demand thanks to the competitive advantage of our plants network;

• Reported turnover and EBITDA increase compared to last year thanks to the strengthening of the USD versus the EUR while the consolidated net turnover decreases organically(2) by 4.7% compared to the same period last year and our operating performance ends the year with an EBITDA at € 240.7 million, an organic(2) decrease of 5.3% compared to last year.

12 months

12 months Variation

(in millions of €) Dec. 31, 2015 Dec. 31, 2014 %Reported(3) %Organic(2) Net turnover 1,142.9 1,110.7 +2.9% -4.7% EBITDA (1) 240.7 227.9 +5.6% -5.3% Operating profit 115.5 90.7 +27.3% 9.2% Capex (fixed assets) 194.9 172.1 +13.2% N/A

Dec. 31, 2015 Dec. 31, 2014 Net Financial Debt 648.0 565.6 Total leverage (Net Financial Debt/EBITDA (1)) 2.69 2.48

(1) EBITDA is not defined by accounting principles and has been determined in accordance with the definition in our banking agreements. EBITDA represents operating profit plus depreciation and other amounts written off on tangible fixed assets, amortization of goodwill and other intangibles (including impairment losses), changes in amounts written off on stocks and trade debtors and changes in provisions for liabilities and charges. (2) Excluding the impact of acquisition/disposals/change in consolidation method and foreign exchange movements. (3) Comparison between reported figures as of Dec. 31, 2015 and Dec. 31, 2014

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Group operations Our operating performance remains connected to the evolution of our main end-user markets being the steel industry, the construction sector and the flue gas desulfurization market (FGD - mainly in North America). The Group net turnover and operating profit for the full year of 2015 were € 1,142.9 million and € 115.5 million respectively compared with a net turnover and operating profit for 2014 of € 1,110.7 million and € 90.7 million respectively. When recast at equivalent exchange rate and comparable perimeter, the net turnover for 2015 decreased by 4.7% compared to 2014 on lower sales of burnt products. Such decrease mostly reflects the drop in demand from steel producers, largely influenced by imports and excess capacities, lower sales to utility customers at our US operations and a slowdown in the mines sector in Africa. The Group operating profit performance suffered from such volumes reduction but the impact was limited thanks to proactive initiatives to adjust our network of production to the reduced demand. On a comparable basis, at equivalent exchange rate and comparable perimeter, the organic EBITDA declined by 5.3% as compared to 2014. The net financial result in 2015 amounted to € 73.9 million compared to € 39.6 million in 2014. It was negatively impacted this year by the non-recurring costs incurred to reimburse anticipatively our Senior Secured USD Notes ($ 450 million) as well as by the full amortization of the net book value of the prior refinancing expenses that were capitalized in 2011. For the full year of 2015, the Group reported a consolidated net profit of € 33.2 million, as compared to a net profit for the twelve months ended December 31, 2014 amounting to € 24.8 million. The 2015 net profit is impacted by net exceptional charges of € 4.0 million made of exceptional impairment charges and the costs associated to the settlement of a litigation partially compensated by a gain on disposal of assets, including in particular the carbonates business in France and a gain on the acquisition of assets at a discount to their market value. Overview by region North America Operating results of the North American region were hampered by low burnt volume performance since the beginning of the year. With a strong US dollar, the steel industry did encourage imports creating shortfalls in our business. Despite decent weather conditions, volumes sold to the FGD industry were down mostly due to continued very low gas prices, inducing a switch of electricity production from coal fired capacities to gas infrastructure. On a comparable basis, excluding the impact from foreign currency movements, the net turnover and operating results of the North American region declined compared to December last year. Volumes of burnt products sold are down while we benefited from an increase in volume of crude products sold. Europe Since the second half of 2014, we observed a different growth pattern between countries within Europe. Despite a weaker burnt performance compared to last year, the net turnover of the Western and the Central European countries was maintained at a similar level than last year thanks to good crude volumes performances and to opportunistic sourcing reallocation in the steel market. In Italy, overcapacity was still an issue. Mainly because of the closure of our main steel customer in the spring 2014, the volumes in burnt products sold in the region were lower than last year. Our Overseas region

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is suffering with a mining sector in recession resulting in a material drop of volumes sold in burnt products. On a comparable basis, excluding the impact from foreign currency movements as well as the last year contribution of the French crude business, the net turnover of the European region declined compared to last year and operating results were in line. Group development Carmeuse started in 2014 the erection of a new lime production facility in Oman aimed at serving the India as well as local Emirates markets. The kiln was fired end of May with first deliveries in June 2015. In April 2015, the Group signed a transaction whereby it acquired a co-controlling participation in the company “Associated Industries LLC SFZ” located in the Sultanate of Oman. The company is with existing capacities next to our new kiln adding one kiln to the Oman capacities. It has been consolidated under proportional method from June 2015 into the Group’s consolidated accounts. Several other projects are under study in Middle East and Asia. At the end of 2015, CAPEX spending increased by 13.2 % compared to 2014. This increase is supported by the ambitious development CAPEX program (new kilns in the US and in Oman) and by a reinforcement of the USD currency against the Euro. Group financial structure The Net Financial Debt of the Group as of December 31th 2015 was € 648 million versus € 565.6 million one year earlier. The strengthening of the USD currency against the Euro at year-end close has contributed to the increase of our financial net debt in € and our leverage ratio moved from 2.48x in 2014 to 2.69x as of December 31st 2015. On May 1st 2015, the Group exercised the call option of its Senior Secured USD Notes, maturing in 2018. As a result, the Group reimbursed the Senior Secured Notes that were issued on April 28th 2011, and that amounted to $ 450 million. Together with the anticipated Senior Secured USD Notes reimbursement, the Group did anticipate the maturities of its Bank Revolving Credit Facilities, refinanced in 2011 and maturing 2016. As a consequence, on June 10th 2015, the Group successfully closed the refinancing of all its existing debts through completion of a five years tenor € 395 million and $ 330 million facility agreement maturing June 2020. This refinancing has already induced significant savings in current interest charges which will have their full year effect as from 2016. Financial instruments The Group is using several financial instruments to monitor its financial debt cost and hedge foreign currency and commodity cost exposure. More detail on the underlying financial policy can be found in Note 15 to the consolidated financial statements.

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Main risks and uncertainties Aside from the uncertainty regarding the overall economic and political environments in the regions where the Group operates and the usual operational, commercial, financial and human resources risks, the specificities of its activities expose the Group to some particular risks and uncertainties, the major ones being: - as the production of lime results in the emission of carbon dioxide, a reduction of the quantity of CO2 allowances by the European Commission could materially increase our production costs; it is expected that the new allocation rules for the period 2013-2020 will not secure the allocation of sufficient CO2 allowances for the whole period based on capacity utilization forecasts; - the medium to long term future success of our development strategy depends, in part, upon our ability to acquire and develop additional mineral resources; - the business is subject to extensive environmental, health and safety regulations as well as permitting and licensing requirements. Other risks and uncertainties derived from our balance sheet positions are more specifically described in the Notes to the consolidated financial statements. Research and Development The Group is pursuing research and development projects both in Europe and in the United States. Most of the R&D costs are expensed in the year they are incurred. Outlook As explained in our last year annual report, we are today navigating in a very Volatile, Uncertain and Complex (VUC) environment. On the one hand, the global growth outlook is improving with the euro area escaping from stagnation and a continued recovery in the United States. On the other hand, two of our main markets remain under pressure due to some important macroeconomic factors explained above.

In this context, our main focus for 2016 remains to be the supplier of choice for our customers and securing the flexibility of our production plant network. We are continuing to enhance our customer service and our leadership where needed. Finally, we are working on the development of new growth opportunities especially in North America with new kilns in Virginia and in Middle East and Asia. We are confident this will allow us to face effectively this interesting business climate.

Luxembourg, April 22, 2016 Yves Schoonejans Rodolphe Collinet Group CFO Group CEO

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Carmeuse Holding S.A. and subsidiaries

Note December 31, 2015 December 31, 2014

(audited) (audited)

ASSETS

Goodwill 106.765 101.073

Other intangibles 17.741 29.938

Intangible assets 5 124.506 131.011

Land and buildings 471.716 443.008

Machinery and equipment 534.859 485.392

Furniture and vehicles 29.697 26.252

Leasing and other similar rights 5.658 2.302

Other tangible assets 3.793 3.531

Assets under construction and advance payments 171.074 137.586

Tangible assets 6 1.216.797 1.098.071

Participating interests 9.770 6.302

Amounts receivable 938 1.999

Investments under the equity method 10.708 8.301

Participating interests 8 46.127 41.986

Amounts receivable 2.805 1.538

Other investments 48.932 43.524

Financial assets 7 59.640 51.825

FIXED ASSETS 1.400.943 1.280.907

Raw materials and consumables 65.042 51.963

Work in progress 2.128 2.015

Finished goods 64.260 60.204

Goods purchased for resale 790 310

Stocks and contracts in progress 132.220 114.492

Trade receivables 115.749 122.274

Deferred income tax assets 41.394 56.282

Other amounts receivable 26.518 20.884

Amounts receivable 183.661 199.440

Investments 1.796 1.944

Cash and cash equivalent 57.223 24.319

CURRENT ASSETS 374.900 340.195

Deferred charges and accrued income 18.620 13.783

TOTAL ASSETS 1.794.463 1.634.885

The accompanying notes form an integral part of these annual accounts.

CONSOLIDATED BALANCE SHEETS

AT December 31, 2015 AND DECEMBER, 31 2014

(before proposed profit appropriation)

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Note December 31, 2015 December 31, 2014

(audited) (audited)

EQUITY AND LIABILITIES

Share capital (paid and called) 157.258 157.258

Share premium reserve 102.125 102.125

Legal reserves 15.726 15.726

Reserve for own shares or own corporate units 30.979 27.094

Cumulative translation adjustment -5.050 -38.253

Retained earnings 251.538 248.572

Other reserves -39.279 -36.681

Net income for the year 33.188 24.811

SHAREHOLDER'S EQUITY 9 546.485 500.652

MINORITY INTERESTS 7.407 17.448

Pensions and similar obligations 14 86.938 87.280

Other liabilities and charges 76.886 78.948

Provisions for liabilities and charges 10 163.824 166.228

Deferred income tax liabilities 74.143 65.391

PROVISIONS AND DEFERRED INCOME TAX 237.967 231.619

Subordinated loans 0 10.500

Unsubordinated debentures 50.000 315.788

Leasing and other similar obligations 1.712 1.725

Credit institutions 641.722 241.587

Other loans 1.117 1.075

Financial debts 11 694.551 570.675

Other amounts payable 70.847 50.902

NON-CURRENT LIABILITIES 765.398 621.577

Due within one year 645 7.826

Credit institutions 10.848 10.646

Other loans 1.038 2.706

Financial debts 11.886 13.352

Suppliers 155.440 169.970

Bills of exchange payable 144 161

Trade debts 155.584 170.131

Advances received on contracts in progress 1.762 1.079

Taxes 5.546 10.411

Remuneration and social security 32.113 32.482

Taxes, remuneration and social security 37.659 42.893

Other amounts payable 7.223 9.928

CURRENT LIABILITIES 214.759 245.209

Accrued charges and deferred income 22.447 18.380

TOTAL EQUITY AND LIABILITIES 1.794.463 1.634.885


CONSOLIDATED BALANCE SHEETS

AT December 31, 2015 AND DECEMBER, 31 2014


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As of December 31, Note 2015 2014

(audited) (audited)

Net turnover 12 1.142.970 1.110.682

Variation in stocks 38.788 17.133

Other operating income 12 165.595 164.400

Income from participating interests 5.135 0

Interest income and similar income 15 29.316 31.689

Exceptional income 16 50.001 0

Loss for the year attributable to minority interests 398 1.341

Current income tax credit on result on ordinary activities 5.490 0

Loss for the year attributable to the group 0 0

Total Income 1.437.693 1.325.245

Raw materials and consumables 484.648 469.842

Variation in stocks 0

Other external charges 342.033 345.431

Staff costs 13 247.170 220.967

Value adjustments in respect of formation expenses, 122.624 126.669 intangible assets and tangible assets

Value adjustments in respect of current assets 2.430 3.625

Other operating charges 32.959 35.010

Loss from participating interests 0 152

Interest charges and similar charges 103.246 71.281

Exceptional charges 16 53.984 8.979

Current income tax charge on result on ordinary activities 10.568

Deferred income tax charge 15.411 7.910

Profit for the year attributable to minority interests 0 0

Profit for the year attributable to the group 33.188 24.811

Total Charges 1.437.693 1.325.245


CONSOLIDATED INCOME STATEMENTS

FOR THE YEAR ENDING DECEMBER 31, 2015 AND DECEMBER 31, 2014

Amounts in thousands of euros

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As of December 31, 2015 2014

(audited) (audited)

CASH FLOWS FROM OPERATING ACTIVITIES

Operating profit 115.490 90.673

Depreciation of intangible and tangible assets (incl.

impairment loss/(gain) 122.624 126.669

Increase (-) / decrease (+) in inventories -17.143 -3.135

Increase (-) / decrease (+) in other operating assets 3.835 13.789

Increase (+) / decrease (-) in operating liabilities -12.760 -12.122

Change in working capital -26.068 -1.468

Capital gains/losses on assets disposals 453 -377 Other cash operating movements and elimination of

non cash items -2.161 14.694

Cash from operating results 210.338 230.191

Interest and financial income received 3.592 5.997

Interest and financial expenses paid -63.849 -54.335

Income taxes paid -6.879 -4.967

Cash from operating activities 143.202 176.886

CASH FLOWS FROM INVESTING ACTIVITIES

Net additions in tangible and intangible assets (other -191.967 -171.451

than goodwill) (1)

Investments in /(disposals of) group companies 35.448 -3.551

Increase (-) / decrease (+) in non current assets and

liabilities -1.589 234

Net cash used in investing activities -158.108 -174.768

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from long-term debts 678.139 204.944

Reimbursements of long-term debts -608.039 -20.025

Proceed from short-term debts 0 0

Reimbursements of short-term debts -6.108 -180.915

Net increase/decrease on finance lease liabilities -463 -201

Acquisition of own shares -185 0

Dividend paid -17.960 -18.025

Net cash (used in)/from financing activities 45.384 -14.222

NET CASH FLOW 30.478 -12.104

Translation differences on cash and change in

consolidation method's impact 2.278 -736

NET INCREASE(+)/DECREASE (-) IN CASH AND CASH

EQUIVALENT AND INVESTMENTS 32.756 -12.840

(1) Net additions in tangible and intangible assets (other than goodwill) less cash received from assets sold

CONSOLIDATED CASH FLOW STATEMENTS

FOR THE YEAR ENDING DECEMBER 31, 2015 AND DECEMBER 31, 2014

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Carmeuse Holding S.A. and subsidiaries Consolidated financial statements - Notes

Note 1. Activities and organizational structure The consolidated financial statements of Carmeuse Holding S.A. include the financial statements of Carmeuse Holding S.A. (“the company”), having its registered office in Luxembourg and of its subsidiaries (“the Group”). The Group is engaged primarily in the extraction and sale of limestone and dolomitic stone as well as their processing into lime and lime-related products for industrial and commercial customers. The Group operates through fully owned subsidiaries, joint ventures and equity investments and has production facilities and quarries in several countries including The United States of America, Canada, The Netherlands, Belgium, France, Italy, Turkey, Ghana, Romania, Hungary, Czech Republic, Slovakia, Serbia, Bosnia and the Sultanate of Oman. The principal products of the Group include high-calcium quicklime and hydrated lime, dolime and dolomitic hydrated lime which we produce from high-calcium limestone, high-magnesium dolomitic stone for customers in a variety of industrial and commercial sectors, including the iron and steel, building and construction, waste and water treatment, chemical, paper, oil and gas and glass industries. The Group also sells crushed and pulverized limestone and dolomitic stone, as well as aggregates, which are used mainly in road construction and cement and concrete manufacturing. We are also developing products for the sale of precipitated calcium carbonate, flue gas desulphurization, water treatment and other applications. The company is held by private shareholders. Note 2. Summary of significant accounting policies 1. Basis of Consolidation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in Luxembourg (“Lux GAAP”) as those are included in the law August 10, 1915 as amended. In accordance with those principles, assets and liabilities are valued on the basis of the historical cost convention except for financial instruments (including derivatives) for which the Group, as authorized by article 64bis of the law of August 10 1915, as opted to recognize these at the fair value. Additionally, in the absence of any detailed guidance under Lux GAAP on the accounting for employee

benefits plan, the Group has decided to apply, as from January 1st 2014, the principles applicable under US GAAP (see 13 below). Luxembourg generally accepted accounting principles prescribe that the items in the consolidated accounts be presented according to uniform accounting policies. Assets and liabilities in these annual consolidated financial statements that are similar in nature and use have been measured according to the same principle. The financial statements of subsidiaries in which Carmeuse Holding S.A. owns, directly and/or indirectly, a controlling interest have been accounted for under the full consolidation method. Investments in joint ventures are consolidated under the proportionate consolidation method. Other companies in which the Group has an investment representing not less than 20% of the voting rights and over which it exerts significant influence are treated as participating interests and are accounted for by the equity method. The preparation of financial statements in accordance with Luxembourg GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. Foreign currency translation Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates. Transactions in foreign currencies are translated at the exchange rate prevailing at the time of the transaction. The exchange results are recorded under financial income and expenses in the consolidated income statement, except for the translation of intercompany long-term receivables for which settlement is neither planned nor likely to occur in the foreseeable future for which the exchange result is recorded separately within shareholder’s equity as “Cumulative translation adjustment”. The financial statements of the Group foreign entities have been translated in Euro for consolidation purposes as follows: - assets and liabilities are translated at the

exchange rates prevailing on balance sheet date

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- income and expense items are translated at average monthly rates of exchange

The Group share of gains and losses resulting from this translation are recorded separately within shareholders’ equity as “Cumulative translation adjustment”. 3. Goodwill Goodwill represents the excess of the cost of an investment in a subsidiary over the fair value of the underlying share of net assets of the acquired company at the date of acquisition. This fair value is determined with the help of external and/or internal appraisers. Goodwill also includes the difference between the cost of acquiring minority stockholders’ interests in consolidated subsidiaries and the fair value of the net assets acquired, as determined for Group consolidation purposes, including any related translation adjustment. Under this method, the difference between the cost of the additional interest in the subsidiary and the minority interest’s share of the assets and liabilities reflected in the consolidated balance sheet at the date of acquisition of the minority interest is treated as being goodwill. As from 2008, goodwill is recognized in the currency of the company acquired and translated at the applicable € rate at the end of the year. Goodwill is amortized on a straight-line basis over its useful life (primarily 30 years). The unamortized balance is reviewed periodically in the light of events which have occurred since the date at which it was originally recorded and, where necessary, an impairment loss is recorded in addition to the annual amortization charge to reflect the decline in the recoverable value of the asset. 4. Intangible assets Research and development costs are expensed when capitalization criteria are not met. Pre-operating costs incurred in connection with the construction of a new plant (facility) are capitalized as part of the plant development costs. Intangible assets mainly include capitalized development costs for the production of new or substantially improved materials, devices, products, systems or services prior to the commencement of commercial production or use.

Intangible fixed assets may only be capitalized if there are grounds for expecting the future economic benefits which flow from these assets to provide sufficient scope for amortization. These costs are amortized over their useful life. Costs with respect to the acquisition of licenses, concessions and the rights of intellectual property are amortized on a straight-line basis over the period of their useful life. Costs with respect to financing are capitalized as intangible assets and are depreciated over the life of the underlying liability. 5. Tangible assets Tangible assets are stated at acquisition price, less straight-line depreciation based on the estimated useful life of the related asset. The tangible fixed assets acquired through business combinations have been valued at the fair value at the time of acquisition based on external / internal valuation reports. The applied depreciation rates are: Land and buildings Land not depreciated Mineral Resources not depreciated Quarries/Mineral Reserves units-of-production

based on quarried tonnage

Deferred Stripping Costs output Industrial Buildings 20 years Residential properties 40 years Improvements 7-35 years Machinery and equipment Kilns 20 years Refractory part of kilns 4 years Crushing equipment 5-20 years Grinding equipment 5-20 years Other equipment 5-20 years Furniture and vehicles Furniture 5-10 years Loaders usage or 3-10 years Shovels usage or 3-10 years Other vehicles 3-10 years Other tangible assets Computers 3-5 years Expenditures for maintenance and repairs that do not materially extend the lives of assets are expensed currently. Depletion of capitalized quarry acquisition prices is charged to income using the units-of-production method based on proven quarry reserves. Tangible assets held under finance lease agreements are capitalized. The related debt is presented under liabilities. The interest component of the lease installments is expensed under financial charges.

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Assets under construction include costs incurred in connection with assets not yet operational as of the closing date. Assets under construction are not depreciated. 6. Impairment of assets At each balance sheet date, the Group assesses whether there is any indication that an asset may be permanently impaired. If any such indication exists, the Group estimates the recoverable amount of the asset, being the higher of the asset's selling price (value if sold) and value in use (present value). An impairment loss is recorded when the recoverable amount of the asset is less than its carrying value and is deemed permanent. Reversals of assets impairment can be made to write back to original value when a long term impairment is no longer justified. The recoverable amount is normally measured for an individual asset, except for cases where the cash flows are interdependent with those from other assets or groups of assets and the value in use cannot be estimated to be close to its net selling price. The cash-generating unit (CGU) then mostly defined at the plant level. But, when plants are interdependent in terms of business and cash flows, the CGU can be extended to the country or even to the region. In determining impairment of a CGU, any goodwill related to that unit is also considered. When an entity has to recognize an impairment loss on a cash-generating unit, the impairment loss is allocated as follows: a) first reduce any allocated goodwill to zero;

and then b) reduce the carrying amount of the other

assets in the unit on a pro rata basis. 7. Financial assets The investments in affiliated companies are stated under the equity method if significant influence can be exercised over the company. The investments in other enterprises where no significant influence exists are stated at acquisition price. An impairment loss is recorded when the recoverable amount of the asset is less than its carrying value and is deemed permanent. 8. Inventories Inventories are stated at the lower of cost (principally on a FIFO or weighted average basis) or market (estimated realizable) value. The cost of inventories comprise all costs of purchase, costs of conversion and other costs

incurred in bringing the inventories to their present location and condition. The costs of conversion of inventories include costs directly related to the units of production, such as direct labor. They also include a systematic allocation of fixed and variable production overheads that are incurred in converting materials into finished goods. Standard material, labor and overhead costs of manufactured products are based on forecast activity levels and are adjusted to actual cost by applying manufacturing variances. Overheads not absorbed due to idle capacity are included in operating charges. 9. Replacement parts Replacement parts are recorded in inventories. Inventory value is adjusted by provisions reflecting product life and physical obsolescence. 10. Financial debts A financial debt is recognized at cost, which is the fair value of the consideration received. Financial debts are held to maturity. 11. Provisions Provisions are set up for liabilities and losses when at the balance sheet date the following conditions are: a) the entity has a present -legal or

constructive- obligation as a result of a past event;

b) it is probable that an outflow or resources embodying economic benefits will be required to settle the obligation;

c) a reliable estimate can be made of the obligation.

Costs of major maintenance and repairs are expensed when incurred to the extent that these costs are made to restore or maintain, rather than increase, the future economic benefits of the asset. Costs of regularly recurring major overhauls of an asset are expensed when incurred.

Provisions for decommissioning costs are set up if a property, plant or equipment item is acquired which will give rise to certain obligations, such as an obligation to remove, demolish or dismantle it, at the end of its useful life. A provision is set up during the useful economic life of the asset

Provisions are also set up for cleaning up potential environmental matters and in respect of tax exposures.

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12. Restructuring/reorganization provisions Restructuring/reorganization provisions are set up if the following conditions are met at balance sheet date: a) the company has a detailed formal plan for

the restructuring identifying at least : - the business or part of a business

concerned - the principal locations affected - the location, function and approximate

number or employees who will be compensated for terminating their services

- the expenditures that will be undertaken

- when the plan will be implemented and b) the company has raised a valid

expectation in those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it.

If the company has prepared such a detailed formal plan after the year-end closing but before the financial statements are prepared by the Board of Directors, provisions for restructuring/reorganization may also be formed if the reorganization plan is implemented or its main features announced in sufficient detail to those concerned after the balance sheet date. 13. Pension and other post-retirement benefits The Group maintains various post-retirement defined benefits and contributions plans for its employees in the countries where it operates. In North America, the Group provides defined benefits retirement, defined contributions plans and other post-retirement benefits such as welfare plans. Outside North America, the Group companies, located primarily in Western and Central Europe provide defined contributions plans or make payments upon retirement which are comparable to those made under defined benefits plans. The Group distinguishes between defined contribution plans and defined benefit plans. In the case of a defined benefit, the following method was applied as from January 1, 2007 and until December 31, 2013: - The profit and loss statement and the provision is impacted each year with the yearly service cost, the interest cost, the expected return on assets, the prior service cost

amortisation and the actuarial loss (gain) amortisation; - At the end of each year, the funded status of the plans is calculated on basis of the fair value of the plans assets and the benefit obligations calculated on basis of an actuarial method (projected unit credit method); the funded status of the plan is disclosed in a note to the financial statements together with the main assumptions used for the actuarial calculation of the pension obligations; - Any difference between the funded status and the provision less unrecognized prior service costs (actuarial loss (gain)) exceeding 10% of the highest of the fair value of assets and the benefit obligations is amortized through the profit and loss statement of the next years pro rata the average working lifetime / lifetime of the beneficiaries; - Prior service costs resulting from a change in the plans are amortized through the profit and loss statement pro rata the average working lifetime of the beneficiaries; As Lux GAAP has any detailed guidance, and to gain a more accurate view, the Group decided, as from January 1, 2014, to recognize the funded status of each of its defined pension and postretirement benefit plans as a net asset or liability in its balance sheet with an offsetting amount in accumulated other reserves, and to recognize changes in that funded status in the year in which changes occur through other reserves in equity. Following this principle, additional minimum pension liabilities (AML) and related intangible assets are no longer recognized. 14. Deferred tax The Group accounts for deferred income taxes calculated on all balance sheet temporary differences using the liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using substantially enacted tax rates in effect for the year in which the differences are expected to reverse. A deferred tax asset is recognized in respect of losses available for carry-forward and unused tax credits to the extent that it is probable that future taxable profits will be available to apply loss relief and use tax credits. Any changes in tax rates and/or other provisions of tax law that have been finalized

16


or substantially enacted as at balance sheet date are taken into account in the valuation of deferred tax items. Deferred tax assets and liabilities are carried at their non-discounted value. Deferred tax income or expense is recognized in the consolidated income statements, except if the transaction giving rise to the deferred tax income or expense is recognized directly in other reserves. In this situation, the resulting deferred tax income or expense is also recognized directly in other reserves. 15. Derivatives financial instruments Derivative financial instruments principally interest rate swaps, forward currency exchange and options contracts are used in order to reduce the Group’s exposure to currency and interest rates risks. The Group enters into interest rate swap agreements (“IRS”) as a means to hedge its interest rate exposure on variable debt and does not hold or issue derivative financial instruments for trading or speculative purposes. Appropriate disclosure thereof is included in the notes to the consolidated financial statements. Also the Group enters into forward agreements on CO2 emission rights or commodities. The financial instruments for which hedge accounting is not applied are carried at fair value, with changes in the fair value recorded in the income statement. The financial instruments for which hedge accounting is applied are carried at fair value, with changes in the fair value recorded in the other reserves in equity. 16. Emission rights Emission rights received or purchased are accounted for at acquisition costs as intangible. The company assess whether it disposes of sufficient emission rights in order to settle its remittance obligations. This assessment considers the whole period of the third phase of EUTS. Any identified shortfall is accrued and reflects year-end market price. Gains or losses from the sale of allowances (whether received or purchased) are recognized in the income statement. The cost of sold allowances is determined applying the specific identification method.

17. Own shares Own shares being shares of Carmeuse Holding S.A. held by the company itself or by any other Group companies are presented as other investments under financial assets. Unpaid prior years' dividends relating to shares held by the Group have been added to the shareholders' equity. 18. Revenue recognition Revenues from product sales are recognized upon shipment to the customer when title passes, the sales price is fixed and determinable and collectability is reasonably assured. Net turnover is determined on the basis of the value (excluding taxes) of goods invoiced, less discounts granted to customers. All fees invoiced to customers for shipping and handling charges are classified as a component of other operating Income. Other revenues and expenses are recorded in the period in which they relate. 19. Stock options plans Since 2008 the company put specific stock option plans in place. These plans are cash-settled plans, and at each closing date, such plans are assessed whether they are in the “money” in order to measure the relative liability and payroll expense.

17


Note 3. Scope of consolidation (a) Subsidiaries or sub- groups consolidated by full integration The consolidated financial statements include the financial statements of Carmeuse Holding S.A. and of the following group companies or sub-groups. The relative part of total group equity and net income/(loss) attributable to third parties is included as minority interest in the consolidated balance sheet and statement of income respectively. Company name

Registered office

Percentage Ownership

Alkéo SPRL (previous name Agrilon S.A.) Belgium 100 % Asia Lime Pte. LTD Singapore 51 % Atlantic Investment Ltd Gibraltar 100 % Carmeuse Chaux SAS France 100 % Calcinatio d.o.o. Croatia 100 % Calcipar S.A. Luxembourg 100 % Carfin S.A. Belgium 100 % Carman S.A. Luxemburg 100 % Carmeuse S.A. Belgium 100 % Carmeuse Lime (Canada) Ltd and fully owned subs.

Canada 100 %

Carmeuse Balkan d.o.o. Bosnia Herzegovina 99.98 % Carmeuse Central Europe Service Gmbh Austria 100 % Carmeuse Coordination Center S.A. Belgium 100 % Carmeuse Czech Republic S.R.O. Czech Republic 100 % Carmeuse Dunavsava Serbia 100 % Carmeuse Eastern Pte. LTD Singapore 51 % Carmeuse Holding S.R.L. Romania 100 % Carmeuse Hungaria Kft Hungary 100 % Carmeuse Invest SPRL Belgium 100 % Carmeuse Lime Products (GH) Ltd Ghana 100 % Carmeuse Lime Inc. and fully owned subs. USA 100 % Carmeuse Majan L.L.C. SFZ Oman 51 % Carmeuse Middle East and Asia S.A. Luxembourg 100 % Carmeuse Nederland B.V. The Netherlands 100 % Carmeuse North America B.V. The Netherlands 100 % Carmeuse Romania S.A. Romania 100 % Carmeuse Slovakia S.R.O. Slovak Republic 100 % Carmeuse Trading & Services S.A. Switzerland 100 % Carmeuse Trading & Services Indonesia Indonesia 100 % Carmeuse Trading & Services Mali Mali 100 % Carmeuse Trading & Services PTY Ltd South Africa 100 % Carmeuse Trading & Services SARL Mauritanie

Mauritania 100 %

Carmeuse Trading & Services Singapore Pte LTD

Singapore 100 %

Carmeuse Research and Technology S.A. Belgium 100 % CNA Lux S.A.R.L. Carmeuse America SPRLu

Luxembourg Belgium

100 % 100 %

Carmeuse America Holding SPRLu Belgium 100 % Etudes et Valorisations des Sites S.A. Belgium 100 % Fabrika Kreca Carmeuse Integral A.D. Bosnia Herzegovina 99.99 % Immobilière Athéna SA Belgium 100 % Jelen Do a.d. Serbia 100 % Kalcinator Kft Hungary 97.8% Kalsipar Ltd Turkey 99.95 % Kimtas AS Turkey 99.95 % Mugla Kirecilik AS Turkey 98.89 % Nature, forêt et diversité Belgium 100 %

18


Procecal S.A.S. Colombia 75 % Rudnick Krecnejaka Integral Carmeuse AD Bosnia Herzegovina 99.98 % Utah Marblehead LLC USA 100 %

In the context of its future business development in Thailand, the Group has agreed to establish Carmeuse Eastern Pte. LTD as a joint venture company in which Carmeuse Middle East & Asia took a 51% ownership. The Singaporean holding company fully owns the Asia Lime Pte. LTD company through which the Group closed its investment in the Thailand based company Carmeuse Siam LTD (as mentioned in the note 3(d)). (b) Investments consolidated under the proportionate method Company name Registered office Percentage

ownership Dolomite Colombo S.p.A. and subsidiaries Italy 50 % Associated Industries Limited SFZ Oman 25.5 % Carmeuse Majan L.L.C. SZF, a subsidiary consolidated by full integration in which Carmeuse ownership is 51% has acquired a 50% participation in Associated Industries Limited SFZ (AIL) in the framework of the development of the operations in the Sultanate of Oman. As the operations of AIL are aimed to be managed in joint venture between Carmeuse Majan L.L.C. and the 50% partner, this investment is consolidated under the proportionate method at 50%. (c) Investments consolidated under the equity method Company name Registered office Percentage

ownership Campania Calce Srl Italy 25.33 % Calce Barattoni Spa Italy 10.13 % Cemin srl Italy 12.66% Ecogreen Srl Italy 15.2 % Fornaci Zulian srl Italy 25.33 % Cava Livenzetta Srl Italy 12.66 % Cave di Campiglia Spa Italy 24.82 % Ekovapno Croatia 50.66 % Suez Lime Company SAE Egypt 25.33 % Mineraria Sacilese S.p.A Italy 24 % These investments are consolidated under the equity method considering the Group has only a significant influence. (d) Investments stated at acquisition cost The major investments in companies recorded at cost are as follows:

Company name Registered office Percentage ownership

Immo Sclermont S.A. Belgium 50 % F.M.I S.A Belgium 21.21 % Cave Marmorino SRL Italy 12 % Recynam S.A. Belgium 12.07 % Start – It S.A. Belgium 3.34 % Dolomitas DoBlanco Spain 27.05 % Majan Mining LLC Oman 10 % Carmeuse Siam LTD Thailand 40.80 %

19


(e) Discontinued Operations

Company name Registered office Percentage ownership

Dravo Corporation and subsidiaries USA 100 % ON Marine Services USA 100 % Dravo Corporation and ON Marine Services and subsidiaries are legal entities which are not carrying any activity and solely manage the run off of operations that have been discontinued since many years ; they are not consolidated in anticipation of their sale to a third party. The Group considers that such deconsolidation does not impact the true and fair view of the financial position of the Carmeuse group. Note 4. Changes in perimeter of consolidation (a) Carmeuse France SAS On January 31st, 2015 the French carbonate business has been divested to an international industrial minerals group.

(b) Immobilière Athéna SA On July 1st, 2015, the Group acquired the majority shares of the company Immobilière Athéna SA. The percentage of ownership into Immobilière Athéna SA increased from 1% to 100% implying a change in the consolidation method. This subsidiary was considered as an investment stated at cost till June 2015. As from July 2015, this subsidiary is consolidated by full integration. (c) Associated Industries Limited SFZ A Carmeuse Majan LLC has incorporated on 22 April 2015 together with two other shareholders, the company Associated Industries Limted SFZ ("AIL"), a limited liability company registered in the Salalah Free zone under the laws of Sultanate of Oman. The business of AIL is to build a lime plant and then, manufacture, distribute and sell the lime. According to the detailed analysis of the agreements ruling the governance, the operations and management of the company, it has been decided that as from June 2015, this subsidiary is consolidated by proportionate method.

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Note 5. Intangible assets

The breakdown of intangible assets is as follows :


Gross Book Value Change in

consolidation Translation Transfers and

2014 Additions Disposals scope differences reclassifications 2015

Goodwill from acquisition 315.671 3.527 -10.523 493 10.163 33 319.364

Mineral rights 1.347 151 0 0 142 0 1.640

Capitalised development costs 1.438 884 289 0 -50 0 2.561

Concessions, patents & similar rights 5.538 -140 -431 -840 -35 -892 3.200

Other intangible assets 57.947 5.424 -22.476 -13.981 2.913 4.457 34.284

Total 381.941 9.846 -33.141 -14.328 13.133 3.598 361.049


Accumulated Amortization

and Impairment Change in


2014 Amortization Disposals scope differences reclassifications 2015

Goodwill from acquisition -214.598 -6.008 10.546 0 -2.539 0 -212.599

Mineral rights -120 0 0 0 0 -108 -228

Capitalised development costs -89 -175 -297 0 38 0 -523

Concessions, patents & similar rights -4.672 -271 436 828 28 1.154 -2.497

Other intangible assets -31.451 -9.206 22.436 16 -1.392 -1.099 -20.696

Total -250.930 -15.660 33.121 844 -3.865 -53 -236.543

Total Intangible Assets 131.011 -5.814 -20 -13.484 9.268 3.545 124.506


Net Book Value Additions Change in

and consolidation Translation Transfers and

2014 amortization Disposals scope differences reclassifications 2015

Goodwill from acquisition 101.073 -2.481 23 493 7.624 33 106.765

Other intangible assets 29.938 -3.333 -43 -13.977 1.644 3.512 17.741

Total Intangible Assets 131.011 -5.814 -20 -13.484 9.268 3.545 124.506

21


Note 6. Tangible assets

The breakdown of tangible assets is as follows :


Gross Book Value Change in


2014 Additions Disposals scope differences reclassifications 2015

Land and buildings 727.862 5.936 -12.517 -8.066 40.044 36.926 790.185

Machinery & equipment 1.390.993 6.773 -38.220 -30.278 57.607 107.283 1.494.158

Furniture & vehicles 96.403 3.451 -6.443 -1.444 5.956 7.223 105.146

Leasing and other similar rights 3.106 0 -34 4.114 0 -365 6.821

Other tangible assets 8.701 794 -738 0 44 624 9.425

Assets under construction and 137.586 175.933 -105 4.922 11.285 -158.547 171.074

Advance payments

Total 2.364.651 192.887 -58.057 -30.752 114.936 -6.856 2.576.809


Accumulated Depreciation Change in

and Impairment consolidation Translation Transfers and

2014 Depreciation Disposals scope differences reclassifications 2015

Land and buildings -284.854 -35.971 12.243 5.366 -13.740 -1.514 -318.469

Machinery & equipment -905.601 -81.161 37.233 24.724 -39.064 4.570 -959.299

Furniture & vehicles -70.151 -8.905 6.123 1.284 -3.920 120 -75.449

Leasing and other similar rights -804 -225 34 -309 1 140 -1.163

Other tangible assets -5.170 -485 45 0 -22 0 -5.632

Assets under construction and 0 0 0 0 0 0

Advance payments

Total -1.266.580 -126.746 55.678 31.065 -56.745 3.316 -1.360.013

Total Tangible Assets 1.098.071 66.140 -2.379 313 58.191 -3.540 1.216.796


Net Book Value Additions Change in

and consolidation Translation Transfers and

2014 depreciation Disposals scope differences reclassifications 2015

Land and buildings 443.008 -30.035 -274 -2.700 26.304 35.412 471.716

Machinery & equipment 485.392 -74.388 -987 -5.554 18.543 111.853 534.859

Furniture & vehicles 26.252 -5.454 -320 -159 2.036 7.343 29.697

Leasing and other similar rights 2.302 -225 0 3.805 1 -225 5.658

Other tangible assets 3.531 309 -693 0 22 624 3.793

Assets under construction and 137.586 175.933 -105 4.922 11.285 -158.547 171.074

Advance payments

Total Tangible Assets 1.098.071 66.140 -2.379 313 58.191 -3.540 1.216.796 22


Note 7. Financial assets

The breakdown of financial assets is as follows :


2015 2014

Participating interests

As at the beginning of the year 48.288 45.773

Movements during the year :

Perimeter change -99 0

Value adjustment on participating interest 3.467 1.081

Acquisitions 4.113 1.266

Sales and disposals -17 -33

Value adjustments net 0

Translation differences 174 241

Transfer -40

Other -29 0

As at the end of the year 55.897 48.288

Amounts receivable

As at beginning of the year 3.537 21.174

Movements during the year:

Perimeter change 77 0

Additions 1.155 140

Reimbursements -839 -4.084

Value adjustments net -26 -3.365

Translation differences 146 491

Transfer -334 277

Other 27 -11.096

As at the end of the year 3.743 3.537

Total Financial Assets 59.640 51.825

Note 8. Participating interests

The participating interests include mainly 13,334 own shares as of December 31, 2014 for a value of

€ 27,1 million and 14,953 own shares as of Decembre 31, 2015 for a value of € 30,9 million.

23


Note 9. Shareholders' equity

Breakdown Reserve for own Cumulative Net profit/

Share Legal shares or own Retained translation Other (loss)

Amounts in thousands of euros Capital Premium reserve corporate units Earnings adjustment reserves for the year Total

As of December 31, 2014 157.258 102.125 15.726 27.094 248.572 -38.253 -36.681 24.811 500.652

Appropriation of 2014 result 24.811 -24.811 0

Dividends -17.960 -17.960

Translation differences 33.203 33.203

Actuarial Gain/Loss on pension obligations, net of tax -2.663 -2.663

Hedge accounting for gas and diesel derivatives, net of tax 65 65

Reserve for own shares 3.885 -3.885 0

Result for the period 33.188 33.188

As of December 31, 2015 157.258 102.125 15.726 30.979 251.538 -5.050 -39.279 33.188 546.485

Number of shares making up the capital

Total shares

As of December 31, 2014 449.309

Capital increase 0

Conversion of subordinated loan 0

Cancellation of own shares 0

As of December 31, 2015 449.309

All shares are ordinary shares.

Par value

(in Euro)

Value per share

at January 1, 2015 350

at December 31, 2015 350

Reserve for own shares or own corporate units

The restricted reserve corresponds to the value of the Carmeuse Holding SA shares held within the Group.

24


Note 10. Provisions

The breakdown of the provisions is as follows :


2015 2014

Pensions and similar obligations (note 14) 86.938 87.280

Decommissioning costs (site restoration) 56.705 54.356

Other provisions 20.181 24.592

Total Provisions 163.824 166.228

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Note 11. Financial Debts The indebtedness of the Group is mainly composed of the following instruments: Senior Secured USD Notes On May 1st 2015, the Group exercised the call option of its Senior Secured USD Notes, maturing in 2018. As a result, the Group reimbursed the Senior Secured Notes that were issued on April 28th 2011, and that amounted to $ 450 million. Main Bank Credit facilities Together with the anticipated Senior Secured USD Notes reimbursement, the Group did anticipate the maturities of its Bank Revolving Credit Facilities, refinanced in 2011 and maturing 2016. As a consequence, on June 10th 2015, the Group successfully closed the refinancing of all its existing debts through completion of a five years tenor € 395 million and $ 330 million facility agreement maturing June 2020 composed of three tranches:

(i) Facility A: € 150 million committed Term Loan dedicated to general corporate purposes; (ii) Facility B: $ 330 million committed Term Loan dedicated to general corporate purposes; (iii) Revolver Facility: € 245 million committed line available either in EUR or in USD and

dedicated to general corporate purposes.

All credit facilities are subject to covenants, various representations and benefit from certain guarantees from Carmeuse Group. All financial covenants are within the agreed limits as of December 31, 2015. Bonds On April 24th, 2015 the Group has also renegotiated its Bond with the SRIW (a corporate body of the Belgian Walloon region). The bond has a maturity of ten years with a three years grace period followed by 29 quarterly installments (the first one being due December 31th 2017). To be noted that the subordinated feature of the bond has been levied and is “pari passu” with the credit facilities. As at December 2015, the debt amounts € 50 million. It bears a fixed interest rate (at which is attached a potential capped earn-out based on the future EBITDA of the Group).

No event of default had to be reported under the bank credit facilities and the bond during the financial year 2015. All financial debts are subject to floating interest rates except the bond SRIW bearing a fixed interest rate. The analysis by maturity of financial debts is as follows: Amounts in thousands of euros As of December 31, 2015 Due Due within within more Total

1 to 5 years than 5 years

Subordinated loans 0 0 0 Unsubordinated debentures 28.050 21.950 50.000 Leasing and other similar obligations 1.712 0 1.712 Amounts owed to credit institutions 632.000 9.722 641.722 Other loans 771 346 1.117 Total Long Term Financial debts 662.533 32.018 694.551

26


Note 12. Net turnover by region and other operating income



Europe 412.956 463.911

Outside Europe 736.013 660.956

Eliminations -5.999 -14.185

Total Net Turnover 1.142.970 1.110.682

Note 13. Manpower employed and related compensation



Salaries and wages 181.127 166.027

Pension costs 11.416 8.505

Social security contributions and other compensation costs 54.627 46.435

Total wages and salaries and social security charges 247.170 220.967

Amounts in heads


The total staff employed is broken down as follows :

Management and salaried employees 1.366 1.456

Workers-hourly paid and term contracts 2.482 2.643

Total number of people employed 3.848 4.099

Other operating income is mainly reflecting amount of freight costs rebilled to customers.

27


Note 14. Employee benefit plans The group maintains various post-retirement benefits schemes for its employees including defined benefit and defined contribution retirement plans and post-retirement health care benefits plans in North America, as well as defined contribution pension plans in Europe. The pensions and similar obligations liability can be detailed as follows: In € millions As of December 31, 2015 2014

North America 81.6 81.3 Italy 2.7 3.1 Other 2.6 2.9 86.9 87.3 Carmeuse North America (CNA hereafter1) has defined benefit retirement plans that cover certain salaried employees and certain hourly paid employees. Certain hourly employees are covered by union-administered plans. It is CNA’s policy to make contributions necessary to provide assets sufficient to meet the benefits to be paid to plan members in accordance with legislative requirements. CNA also maintains qualified defined contribution savings and thrift plans under Section 401(k) of the US Internal Revenue Code. Company contributions to the plans, which cover substantially all salaried and hourly employees, vary for different groups of employees and include matching of contributions made by participants up to a specified limit, as well as contributions which are not dependent upon participant contributions. CNA also provides post-retirement health care and life insurance benefits to certain employees who meet eligibility qualifications while working for the company.

Effective January 1, 2014, the Group adopted US GAAP Accounting Standards Codification 715 (“ASC 715”), Compensation – Retirement Benefits. ASC 715 requires an employer to recognize the funded status of each of its defined pension and postretirement health care benefit plans as a net asset or liability in its consolidated balance sheet with an offsetting amount in accumulated other reserves in equity, and to recognize changes in that funded status in the year in which changes occur through comprehensive income.

Information on the group’s pension and post-retirement defined benefits schemes is as follows (the measurement date for the plans’ assets and liabilities is December 31 for all plans): Funded status (€ thousands) Pension Post-

retirement Pension Post-

retirement As of December 31, 2015 2015 2014 2014 Fair value of plan assets 285.661 - 282.575 - Benefit obligations 327.436 39.748 322.050 41.882 Funded status (41.775) (39.748) (39.475) (41.882)

1 CNA is the managerial region made of (i) Carmeuse Lime Inc. (US) and its fully owned subs. and (2) Carmeuse Lime (Canada) Ltd and its fully owned subs

28


At December 31, 2015, the net amount recognized in the consolidated balance sheet consists of a net employee benefit provision for an amount of € 81.6 million summarized as follows (€ thousands):

Pension Post-retirement


As of December 31, 2015 2015 2014 2014 Change in Benefit Obligation Benefit obligation at beginning of year 322.050 41.882 269.058 35.420 Service cost 1.390 467 1.611 351 Interest cost 12.698 1.676 12.269 1.646 Plan change 789 (2.853) (3.213) - Actuarial loss / (gain) including changes in assumptions

(11.787) (148) 30.530 3.001

Participant contributions 174 307 94 265 Gross benefits paid (20.996) (2.977) (20.465) (2.323) Foreign exchange 23.118 1.394 32.168 3.522 Benefit obligation at the end of year 327.436 39.748 322.052 41.882 Change in plan assets

Fair value of plan assets at beginning of year

282.575 - 246.934 -

Actual return on plan assets 1.071 - 22.860 - Employer contributions 3.139 2.670 4.597 2.057 Participant contributions 174 307 94 265 Gross benefits paid (20.996) (2.977) (20.465) (2.323) Foreign exchange 19.698 - 28.555 1

Fair value of plan assets at the end of year

285.661 - 282.575 -

The total recognized in net periodic cost in 2015 and 2014 respectively, is as follows (€ thousands): Pension Post-


retirement December 31, 2015 2015 2014 2014 Service cost 1.390 467 1.611 351 Interest cost 12.698 1.676 12.269 1.646 Expected return on assets (19.418) - (15.920) - Prior service cost amortization (192) (1.475) 558 (1.243) Actuarial loss(gain) amortization 2.728 (1.490) 2.042 (1.532) Curtailment losses(gain) - - 110 - Net periodic benefit cost(income) (2.794) (822) 670 (778) The total recognized in other reserves in 2015 and 2014 respectively, is as follows (€ thousands): Pension Post-


retirement As of December 31, 2015 2015 2014 2014 Current year prior service cost(credit) 789 (2.853) (3.213) - Amortization of prior service cost(credit) 192 1.475 (558) 1.243 Prior service (cost) or credit recognized due to curtailment

- - (110) -

Current year actuarial loss(gain) 6.598 (148) 23.514 3.001 Amortization of actuarial (loss) gain (2.767) 1.490 (2.042) 1.532 Total before tax effect 4.812

(36)

17.591

5.776

29


Amount expected to be recognized in 2016 net periodic benefit cost Unamortized actuarial gains/losses and prior service costs/credits are recognized in other reserves each December 31. The estimated amounts that will be amortized through net periodic benefit cost in 2016 follows (€ thousands):


2016 2016 Prior service cost / (credit) (226) (1.840) Net actuarial loss / (gain) 3.228 (1.531) Net periodic benefit cost (income) 3.002 (3.371) Pension plan benefit obligation

- At December 31, 2015 and 2014, the projected pension benefit obligation and accumulated pension benefit obligation for all defined benefit pension plans were as follows (€ thousands):

Pension 2015 2014 Projected benefit obligation 327.436 322.052 Accumulated benefit obligation 325.625 320.089

- The aggregate projected pension benefit obligation and fair value of plan assets for pension plans with projected benefit obligations in excess of plan assets were as follows (€ thousands):

Pension 2015 2014 Projected benefit obligation 327.436 322.052 Fair value of plan assets 285.661 282.575

- The aggregate accumulated pension benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were as follows (€ thousands):

Pension 2015 2014 Accumulated benefit obligation 325.625 320.089 Fair value of plan assets 285.661 282.575 Assumptions The weighted-average assumptions used in the measurement of the end-of-year benefit obligations are summarized in the following table: For United States Pension Post-


retirement As of December 31, 2015 2015 2014 2014 Discount rate 4.14% 4.11% 3.8% 3.90% Rate of compensation increase N/A N/A N/A N/A For Canada Pension Post-


retirement As of December 31, 2015 2015 2014 2014 Discount rate 3.84% 3.94% 3.75% 3.85% Rate of compensation increase 3.5% N/A 3.5% N/A

30


The assumed rate of compensation increase in the table above is applicable only to the non-bargained Canadian plans. The US plan was amended to provide that beginning in 2010, future compensation for salaried and non-union hourly employees shall grow for retirement benefit calculation purposes at a rate of 2% per year. Effective January 1, 2015, the US plan was amended to eliminate the 2% annual increase, freezing compensation at its December 31, 2014 level. Benefits for US union employees are not based on compensation The discount rate assumption was determined independently for each plan to reflect the duration of its obligations. Specifically, a yield curve was produced for a universe containing the majority of U.S.-issued Aa grade corporate bonds, all of which were non-callable (or callable with make-whole provisions). Excluded from this yield curve were the 10% of the bonds with the highest yields and the 40% with the lowest yields. For each plan, the discount rate approximates the level equivalent rate that would produce the same present value obligation as using spot rates from the above yield curve aligned with the portion of projected benefit payments attributable to past service of each plan. The rate of compensation increase is based upon actual experience. The mortality table assumption is based, for the Canadian plans, on the CPM 2014 Private Sector for Hourly plans and the CPM 2014 Public Sector for the Salaried Plans. From 2014, a new mortality table (RP-2014) and a new projection scale (MP-2014) are used for the US plans. CNA has used the RP-2014 rates from 2007 (MP-2014 improvements from 2007 to 2014 have been removed). It has assumed a 5 year convergence period from 2007. For long-term mortality improvements, it has been assumed to be 0.8% grading down to no improvement from age 85 to 95. The same mortality table was used for the post-retirement welfare plan. Weighted average assumptions used to determine net periodic benefit cost for pension and postretirement welfare benefit plans were as follows: For United States Pension Post-


retirement As of December 31, 2015 2015 2014 2014 Discount rate 3.80% 3.90% 4.60% 4.65% Expected long-term rate of return on plan assets

6.40% N/A 6.50% N/A

Rate of compensation increase N/A N/A N/A N/A For Canada Pension Post-


retirement As of December 31, 2015 2015 2014 2014 Discount rate 3.75% 3.85% 4.50% 4.60% Expected long-term rate of return on plan assets

7.30% N/A 6.25% N/A

Rate of compensation increase 3.50% N/A 4.00% N/A The expected long-term rate of return on plan assets was based on the prevailing and planned strategic asset allocations, as well as estimates of future returns by asset class. Assumed health care costs trend rates have an effect on the amounts reported for the health care plan. In estimating obligations for US post-retirement welfare plans, a 6.75% annual rate of increase in the per capita claims cost of covered health care benefits was assumed for 2015. The rate was assumed to decrease gradually to 5.00% in 2023 and remain at that level thereafter. In estimating obligations for Canadian post-retirement welfare plans, a 4.50% annual rate of increase in the per capita claims cost of covered medical benefits was assumed. The rate was assumed to remain at that level in the future. For Canadian prescription drug benefits, a 9.00% trend was used in 2010, grading down to an ultimate rate of 4.50% in 20 years.

31


A one-percentage point change in the assumed health care cost trend rates would have the following effect: (in € thousands) 1-% point increase

1-% point decrease

Effect on postretirement welfare benefit obligations 3.817 (3.207) Effect on total of service and interest cost components 288 (225) The asset allocation for CNA’s defined benefit pension plan at the end of 2015, and the target allocation for 2016, by asset category, follows.

Target Percentage of Plan Allocation Assets at Year-End

Asset Category 2016 2015 Equity securities 35% 33% Debt securities 57% 56% Other 8% 11% Total 100% 100%

The plan assets are managed by outside professional investment managers selected by CNA’s Pension Committee.

The principal objectives underlying the investment of the pension plans’ assets are to ensure that CNA can properly fund benefit obligations as they become due under a broad range of potential economic and financial scenarios, maximize the long-term investment return with an acceptable level of risk based on such obligations, and broadly diversify investments across and within the capital markets to protect asset values against adverse movements. Specific objectives for long-term investment strategy include reducing the volatility of pension assets relative to pension liabilities and achieving risk factor diversification across the balance of the asset portfolio. A portion of the assets are matched to the interest rate profile of the benefit obligation through long duration fixed income investments. The following section describes the valuation methodologies used by the pension trustees to measure the fair value of pension plan assets, including an indication of the level in the fair value hierarchy in which each type of asset is generally classified. The Accounting Standards Codification Topic on Fair Value Measurements and Disclosures establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobserved inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets

or liabilities in active markets that the Plan has the ability to access. Level 2: Inputs to the valuation methodology include:

• Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in inactive markets; • Inputs other than quoted prices that are observable for the asset or liability; • Inputs that are derived principally from or corroborated by observable market

data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 inputs must be observable for substantially the full term of the asset or liability.

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Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for plan assets measured at fair value at December 31, 2015 and 2014. There have been no changes in the methodologies used at December 31, 2015 and 2014.

- Public Equity Securities: Long equity investments consist of the plans’ share of comingled funds that are invested in publicly traded equity securities that are well diversified across managers, styles, sectors and countries. The funds are valued at the net asset value of shares held at year-end (classified in Level 1).

- Fixed income securities: These securities consist of US Treasury strips (classified in Level 2),

and the plans’ share of comingled funds that are invested in fixed income securities (classified in Level 1). Fair values for the Treasury strips are modeled by external pricing vendors using estimated bid prices which a dealer would pay for a security or, in limited cases, an internal trade price, used only when a more reliable price cannot be obtained. The fixed income funds are valued at the net asset value of shares held at year-end.

- Other investments: These securities consist of a common collective trust invested in a portfolio comprised of collateralized debt obligations (“CDO’s”) and other structured credit investments, and a common collective trust invested in a portfolio comprised of pooled investment vehicles that invest in commercial real estate properties. The fair values of participation units held in the collective trusts are based on the net asset values reported by the fund managers as of the financial statement dates and recent transaction prices. Collective trusts are classified in Level 2 except for the structured credit fund, which is classified in Level 3 due to a lock-up period which expires July 31, 2016.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while CNA believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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The following tables set forth by level, within the fair value hierarchy, the pension plans’ assets at fair value as of December 31, 2015 and 2014: As of December 31 2015 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Equity securities 95.270 - - 95.270 97.596 - - 97.596 Fixed income securities: US Treasury strips - 24.117 - 24.117 - 28.317 - 28.317 Fixed income mutual funds 136.284 - - 136.284 132.438 - - 132.438 Total fixed income 136.284 24.117 - 160.401 132.438 28.317 - 160.755 Other investments: Cash and cash equivalents - 1.567 - 1.567 - 54 - 54 Structured credit common collective trust

- - 11.773 11.773 - - 11.123 11.123

Core property common collective trust

- 16.650 - 16.650 - 13.048 - 13.048

Total other investments - 18.217 11.773 29.990 - 13.102 11.123 24.224 Total 231.554 42.334 11.773 285.661 230.034 41.419 11.123 282.575 Expected cash flows (in thousands) In 2015 and 2014, CNA’s cash contributions to the pension plans were € 3.139 and € 4.597. Benefit payments expected to be paid to pension and postretirement welfare plans participants are as follows: Expected benefit payments (in thousands)

Pension Plans Post-retirement Plans

2016 € 23.304 (US$ 25.371) € 2.660 (US$ 2.896) 2017 € 23.067 (US$ 25.113) € 2.642 (US$ 2.876) 2018 € 22.985 (US$ 25.024) € 2.618 (US$ 2.850) 2019 € 22.703 (US$ 24.717) € 2.540 (US$ 2.765) 2020 € 22.376 (US$ 24.361) € 2.499 (US$ 2.720) 2021 - 2025 € 104.906 (US$ 114.211) € 11.716 (US$ 12.755)

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Note 15. Financial instruments Financial instruments include cash, accounts receivable and accounts payable, short-term and long term debt. The carrying amounts reported in the accompanying consolidated balance sheets for cash, accounts receivable and accounts payable approximate their fair values and short-term and long term debt are valued at amortized costs. The Group enters into derivative transactions, principally interest rate swaps, interest rate options, forward currency contracts, currency options and commodity derivatives. Hedging Activities The Group initially enters into swap agreements – interests, currencies or commodities - as a mean to hedge its exposures and does not hold or issue derivative financial instruments for trading or speculative purposes. The below stated instruments are generally valued at mark to market and accounted for under the balance sheet headings “Deferred charges and accrued income” and “Accrued charges and deferred income” where applicable and under “Other non-current amounts payable” for non-current portion and under the profit and loss headings “Interest charges and similar charges” or “Interest incomes and similar incomes” as the case may be. All derivatives financial instruments held by the Group belong to level two of the fair value hierarchy. The level two is defined as being other techniques for which all inputs that have a significant effect on the recorded fair value are observable on markets, either directly or indirectly. Derivatives financial instruments do not qualify as hedging instruments, except for certain derivatives on commodities. Amounts in thousands of euros 2015 2014 Breakdown by hedging activity Interest Rate Swap -27.062 -32.453 Option Swaptions -7.420 -6.436 Interest rate hedges -34.482 -38.889 Foreign currency hedges -18 -114 Commodity hedges -3.121 -4.071 Total Mark to Market -37.621 -43.074

a) Interest rate hedges

Certain subsidiaries of the Group did enter, in 2015 and before, into interest rates hedging in order to secure their financial results. Such hedging relates to existing and future debt positions. All interest rate hedges are marked to market and the related value is recognized in the income statement of the Group. The maturity dates of such contracts are up to 2022 and the mark to market of such instruments was a net unrealized loss of € 34.5 million, compared to a net unrealized loss of € 38.9 million in 2014. The change in mark to market impacted the 2015 income statement with € 4.4 million income.

b) Foreign currency hedges

Certain subsidiaries of the Group did enter in 2015 and before into foreign currency hedges in order to secure their operational and / or financial flows or cover certain balance sheet positions. The maturity

35


dates of such contracts were mostly 2016 and the mark to market of such instruments was a net unrealized loss of € 0.0 million in 2015, compared to a net unrealized loss of € 0.1 million in 2014. The change in mark to market impacted the 2015 income statement with a € 0.1 million income.

c) Commodity hedges

Certain subsidiaries of the Group did enter in 2015 and before into commodity hedges in order to secure their exposure to changes in commodity prices, including emission rights. As from 2012, the Group applies hedge accounting for commodity hedges related to gas and diesel. The maturity dates of such contracts are 2018. The 2015 mark to market of such instruments was a net unrealized loss of € 2.9 million compared to a net unrealized loss of € 3.3 million in 2014, recorded in other reserves in equity each year.

36


Note 16. Exceptional results The exceptional results for the year 2015 and 2014 can be disclosed as follows: Amounts in thousands of euros As of December 31,

2015

2014

Gain on the acquisition of assets at a discount to their market value.

23.701

Gain on disposal of Carmeuse France SAS net of related costs

20.540

Reversal of impairment loss

5.760

Exceptional income 50.001 0

Impairment of assets

-22.118

-7.388

Litigation settlement

-31.858

Other extraordinary charges

-8

-1.591

Exceptional charges

-53.984 -8.978

-3.983

-8.979 In 2014, the exceptional charges include mainly impairment losses on European and American fixed assets. Other extraordinary charges are related to litigation provisions as well as restructuring costs in Central Europe region. In 2015, the exceptional income is including (i) the gain on the disposal of assets, including in particular the carbonates business in France structured through the sale of Carmeuse France SAS and (ii) a gain resulting from the acquisition of assets (Carmeuse Holding shares and a building) at a discount to their fair market value. The exceptional charges are made of (i) the setting up of a provision covering the settlement of a dispute. This charge triggers a deferred tax asset amounting to € 12.5 million booked under taxes that will be consumed in the timeframe of the cash cost and (ii) impairment losses on European and American fixed assets. Note 17. Commitments and contingent liabilities The minimum future rentals under non-cancelable operating leases as of December 31, 2015 and 2014 are as follows: In € thousands 2015 2014 Short term portion due 23.745 20.559 Portion due within 1 and 5 years 36.445 38.202 Portion due after 5 years 449 540 Outstanding letters of credit totaled € 15.9 million in 2015 as compared to € 16.3 million in 2014. Part of said letters of credit is covered by cash collaterals for € 3.2 million. The Group is engaged in a number of litigations and risk exposures. In this respect, it is management opinion that the Group is adequately covered by provisions and / or insurances. Carmeuse Holding S.A. acts as guarantor in the context of the 2015 multicurrency term (of € 150 million and $ 330 million) and revolving facility agreement (of € 245 million) granted to companies of the Group. Carmeuse Holding also acts as guarantor of the renewed bond of € 50 million with the SRIW, a corporate body of the Belgian Walloon region.

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Note 18. Subsequent events There are no significant events that would require disclosure on the December 31, 2015 consolidated financial statements. Note 19. Related party transactions The aggregate compensation paid to the Board of Directors for 2015 was € 475 thousands, compared to € 505 thousands in 2014. Note 20. Stock Option Plans In 2015, the Group issued a new option plan covering 13 beneficiaries for a total of 1.704 options to acquire Carmeuse Holding S.A. shares. These options will be vested over a period of four years and are subject to different vesting conditions. Note 21. Factoring of trade receivables The Group did enter for some subsidiaries in a factoring program to sale trade receivables to a financial institution for an amount of € 70 million at the end of December 2015 compared to € 72 million at the end of December 2014. Note 22. Audit fees For the financial year ended December 31, the independent auditor, and as the case may be affiliated companies of the auditor, billed and accrued fees are as follows: Amounts in thousands of euros As of December 31, 2015 2014 Audit fees 932 806 Tax advisory fees 379 144 Other fees 215 687 1.526 1.637

38

Carmeuse Holding S.A. and subsidiaries – General information about the company

Description of the business Carmeuse Holding S.A. having its registered office in Luxembourg, and its subsidiaries (“the group”) are engaged in the high calcium and dolomite business. The group operates through wholly owned subsidiaries, joint ventures and equity investments and has facilities in several countries including The Netherlands, Belgium, Luxembourg, Italy, Switzerland, Turkey, Ghana, USA, Canada, Romania, Hungary, Bosnia, Serbia, Czech Republic, Slovakia and in the Sultanate of Oman. The company is held by private shareholders. The group is an international producer of lime and lime-related products with more than 150 years of experience in the extraction and processing of limestone and dolomitic stone into lime and lime-related products for industrial and commercial customers. The major operations are located in the following regions: ♦ Western Europe, consisting of operations in the Benelux region (which includes operations in

Belgium, Luxembourg and the Netherlands), France and Italy.

♦ Central and Eastern Europe, consisting of operations in Slovakia, the Czech Republic, Hungary, Bosnia, Serbia, Romania and Turkey; and

♦ North America, consisting of operations in the United States and Canada. Recently, the group has developed strategic interests in Emirates, India and South East Asia with operations in the Sultanate of Oman. General information about the company Board of Directors The members of the Board of Directors are appointed by the General Meeting of shareholders. As set up in the Articles of the Association of the Company, the Board of Directors consists of at least three members. The remuneration of the Board of Directors is determined by the General Meeting of shareholders. The members of the Board of Directors and their respective years of appointment are set out below:

Name Year of Year of first last renewal appointment Axel MILLER, Chairman 2015 2007 Baron Rodolphe COLLINET, CEO 2015 2007 Philippe COLLINET 2015 2007 Vicomte Philippe DE SPOELBERGH 2015 2007 NEWANDA Consulting, represented by Daniel GAUTHIER 2013 2007 Jean-Marie LAURENT JOSI 2015 2007 Philippe TOMSON 2015 2007 Bernard WORONOFF 2012 2008 Caroline de BROUWER 2012 2008 Vincent REUTER 2013 2009 MONTICELLO Sprl, represented by François CORNELIS 2013 Baron Dominique MOORKENS 2013

39

Carmeuse Holding S.A. and subsidiaries – General information about the company

Special Committees Remuneration Committee The remuneration and other terms of employment of each member of the Executive Committee as well as the overall group remuneration policy are determined by the Board of Directors, upon a proposal of the Remuneration Committee, which is represented by M. Axel Miller (Chairman), Baron Dominique Moorkens and M. Jean-Marie Laurent Josi. Audit Committee The purpose of the Audit Committee is to ensure the high quality of the Group’s financial statements in particular and all information communicated to stockholders and stakeholders in general. The Committee met several times during the year 2015 to review the 2014 year-end and the 2015 interim quarterly financial statements. It also reviewed the observations made by the external auditors in their management letter as well as the answers prepared by the local and group management. The Committee reviewed the conclusions of assignments carried out by the Internal Audit function within the group and the anticipated 2016 audit program. The Committee also reviewed the group valuation rules. At the end of 2015, the members of the Audit Committee are M. Bernard Woronoff (Chairman), M. Philippe Collinet and M. Jean-Marie Laurent Josi. Company Management

Under the company governance and the Articles of Association, the management of the company is entrusted to the Executive Committee under the supervision of the Board of Directors. At the end of 2015, the Executive Committee is composed by the following members:

Name Title Baron Rodolphe COLLINET Group Chief Executive Officer

Yves WILLEMS Group Chief Operations Officer and Chief Executive Officer of Carmeuse North America

Yves SCHOONEJANS Group Chief Financial Officer Philip JOHNSON Chief Executive Officer of Carmeuse Europe Tim Van den Bossche Chief Executive Officer of Carmeuse Middle East & Asia Danielle KNOTT Group Chief Human Resources Officer

40

CARMEUSE HOLDING S.A.

Statutory Annual Accounts 2015

41

Deloitte. Deloitte Audit Société à responsabilité limitée

560, rue de Neudorf L-2220 Luxembourg B p 1173 L-l0ll Luxembourg

Tel: +352 451 451 Fax: +352 451 452 992 wwwdeloitte.lu

To the Shareholders of Carmeuse Holding S.A. 9, A venue Guillaume L-1651 Luxembourg

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

Report on the annual accounts

Following our appointment by the General Meeting of the Shareholders, we have audited the

accompanying annual accounts of Canneuse Holding S.A., which comprise the balance sheet as at December 31, 2015 and the income statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Responsibility of the Board of Directors' for the annual accounts

The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the

preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

Responsibility of the réviseur d'entreprises agréé

Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the

Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the annual accounts are free from material misstatement.

Société à responsabilité limitée au capital de 35.000 € ReS Luxembourg B 67.895 VAT LU25101535 Autorisation d'établissement 10022179

42

Deloitte.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the réviseur d'entreprises agréé 's judgement, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the réviseur d'entreprises agréé considers internal control

relevant to the entity's preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on

the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the annual accounts.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

Opinion

In our opinion, the annual accounts give a true and fair view of the financial position of Carmeuse Holding S.A. as at December 31, 2015 and of the results of its operations for the year then ended in accordance

with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts.

abinet de révision agréé

Sophie Mitchell, R Partner

" eur d'entreprises agréé I

Apri126,2016

43

Carmeuse Holding S.A.


(audited) (audited)

ASSETS

Subscribed capital unpaid 0 0

Formation expenses 0 0

Fixed assets 457.824 457.824

Intangible fixed assets 2 2

Financial fixed assets 3 457.822 457.822

Shares in affiliated undertakings 457.817 457.817

Loans and claims held as fixed assets 5 5

Current assets 12.633 16.148

Inventories 0 0

Debtors 11.627 16.075

Trade receivables

a) becoming due and payable within one year 0 0

b) becoming due and payable after more than one year 0 0

Amounts owed by affiliated undertakings

a) becoming due and payable within one year 11.315 16.075


Other receivables



Transferable securities 0 0

Cash at bank, cash in postal cheque accounts, cheques and cash in hand 1.006 73

Prepayments 0 0

TOTAL (ASSETS) 470.457 473.972



STATUTORY BALANCE SHEETS

FOR THE YEARS ENDING DECEMBER 31, 2015 AND 2014


44



(audited) (audited)

LIABILITIES

Capital and reserves 11 468.993 469.307

Subscribed capital 157.258 157.258

Share premium and similar premiums 102.125 102.125

Legal reserve 15.726 15.726

Reserve for own shares or own corporate units 30.979 27.094

Profit or loss brought forward 144.708 64.688

Profit or loss for the financial year 18.197 102.416

Subordinated debts 0 0

Provisions 0 0

Non subordinated debts 1.464 4.665

Debenture loans 0 0

Amounts owed to credit institutions 21 18

Payments received on account of orders as far as they are not deducted distinctly from

inventories 0 0

Trade creditors 32 37



Bills of exchange payable 0 0

Amounts owed to affiliated undertakings 158 3.364

a) becoming due and payable within one year 158 3.364


Tax and social security debts 28 215

a) Tax debts 22 212

b) Social security debts 6 3

Other creditors 1.225 1.031

a) becoming due and payable within one year 1.225 1.031


Deferred income 0 0

TOTAL (LIABILITIES) 470.457 473.972


STATUTORY BALANCE SHEETS




45




(audited) (audited)

Other operating income 1.190 1.160

Income from financial fixed assets 3

derived from affiliated undertakings 17.164 106.985other income from participating interests 0 0

Other interest and other financial incomederived from affiliated undertakings 1.568 3other interest and similar financial income 50 0

Extraordinary income 41 14

Loss for the financial year 0 0

Total Income 20.013 108.162

Other external charges 674 683

Staff costs 595 4.071

Value adjustmentson formation expenses and on tangible and intangible fixed assets 0 1on current assets 0 0

Other operating charges 475 516

Interest and other financial chargesconcerning affiliated undertakings 0 64other interest and similar financial charges 72 408

Extraordinary charges 0 0

Income tax 0 3

Profit for the financial year 18.197 102.416

Total Charges 20.013 108.162


STATUTORY INCOME STATEMENTS


46

Carmeuse Holding S.A. Notes to the statutory accounts

Note 1 – Organization The company, registered under the number B.114218, was incorporated on February 13, 2006. The accounts of Carmeuse Holding S.A. are established under Luxemburg GAAP according to the valuation rules approved by the Board of Directors. The financial statements were established in conformity with accounting standards and policies prevailing in Luxembourg. Note 2 – Accounting principles 2.1 General principles The Company maintains its books and records in Euro (“EUR”). The balance sheet and the profit and loss account are expressed in this currency. Formation expenses, intangible, tangible and financial assets denominated in currencies other than EUR are translated at the historical exchange rates. Other assets and other liabilities (except specific cases) denominated in currencies other than EUR are translated at the exchange rates prevailing at the date of the balance sheet. Exchange losses arising from the translations are recorded in the profit and loss account. Exchange gains are deferred on the balance sheet. 2.2 Financial assets Shares in affiliated undertakings are stated at acquisition cost. Value adjustments are recorded if, in the opinion of the Directors, there is any permanent impairment in value. Loans to affiliated undertakings are recorded at their nominal value. Receivables are adjusted to their recoverable amount if, in the opinion of the Directors, there is a permanent impairment. 2.3 Debtors Current receivables are recorded at their nominal value. Current receivables are adjusted to their recoverable amount if, in the opinion of the Directors, it is likely that the full amount will not be recovered. Note 3 – Financial Assets The financial assets are mainly composed by the shares held in subsidiaries and by receivables from affiliated companies. The investments in subsidiaries owned by the company are: Company name

Registered office

Percentage Ownership

Calcipar S.A. Luxembourg 99.98 % Carfin S.A. Belgium 100 % Carman S.A. Luxemburg 100 % Carmeuse S.A. Belgium 100 % Carmeuse Coordination Center S.A. Belgium 100 % Carmeuse Middle East and Asia S.A. Luxembourg 100 % Carmeuse Trading & Services S.A. Switzerland 100 % Carmeuse Nederland B.V. The Netherlands 99.90 %

Art. 65 paragraph (1) 2º of the law of December 19, 2002 on the Trade Register and companies and the accounting and annual accounts of undertakings (the "law") requires the disclosure of the amount of capital and reserves and profit and loss for the last financial year of each affiliated undertaking. In conformity with Art 67 (3) of the law these details have been omitted since the company prepared consolidated accounts and these consolidated accounts and the related consolidated annual report and auditors' report thereon have been filed with the Luxembourg Trade Register. The shares held in Carfin S.A. and Carmeuse S.A. have been released from the pledge obligation as set in the 2011 multicurrency revolving facility agreement of 325 million EUR. The renegotiated Credit facility in June 2015 does not foresee such obligation anymore.

47


In 2015, the company benefited from dividend payments amounting to € 17.2 million as disclosed in the statutory income statements under the heading “income from financial fixed assets”. Note 4 – Consolidation The Company prepares and files consolidated financial statements in Luxembourg. Note 5 – Board Remuneration The aggregate compensation paid to the Board of Directors for 2015 was € 475 thousands, compared to € 505 thousands in 2014. Note 6 – Manpower The company has no employee. Note 7 – Taxation As from January 1, 2011 (i) Carmeuse Holding is the Head of a Tax consolidation for the Luxemburg companies of the group and (ii) is registered to the VAT regime. Note 8 – Off balance sheet items Carmeuse Holding S.A. acts as guarantor in the context of the 2015 multicurrency term (of € 150 million and $ 330 million) and revolving facility agreement (of € 245 million) granted to companies of the Group. Carmeuse Holding also acts as guarantor of the renewed bond of € 50 million with the SRIW, a corporate body of the Belgian Walloon region. Note 9 – Audit fees Art. 65 paragraph (1) 16° of the law of December 19, 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings (the “law”) require the disclosure of the independent auditor fees. In conformity with the law these details have been omitted as the company prepares consolidated accounts in which this information is disclosed and this consolidated accounts and the related consolidated management report and auditor’s report thereon have been filed with the Luxembourg Trade Registry. Note 10 – Subsequent event There are no significant subsequent events that would require disclosure in these 2015 financial statements.

48


Note 11. Capital and Reserves

Breakdown Reserve for own Net profit/

Share Legal shares or own Retained (loss)

Amounts in thousands of euros Capital premium reserve corporate units Earnings for the year Total

As of January 1, 2015 157.258 102.125 15.726 27.094 64.688 102.416 469.307

Appropriation of 2014 result 102.416 -102.416 0

Dividends -18.511 -18.511

Reserve for own shares 3.885 -3.885 0

Result for the period 18.197 18.197

As of December 31, 2015 157.258 102.125 15.726 30.979 144.708 18.197 468.993

Number of shares making up the capital

Total shares

As of January 1, 2015 449.309

Capital increase………………………………………………………………………………. 0

Cancellation of own shares…………………………………………………………………………………………….0

As of December 31, 2015 449.309

All shares are ordinary shares.

Value per share Par value

(in Euro)

at 01/01/2015………………………………………………………………….. 350,00

at 31/12/2015………………………………………………………………….. 350,00

Legal reserve

In accordance with Luxembourg company law, the Company is required to transfer a minimum of 5% of its net profit for each

financial year to a legal reserve. This requirement ceases to be necessary once the balance of the legal reserve reached 10 percent

of the subscribed capital. The legal reserve is not available for distribution to the Shareholders. As of December 31 2015, the legal

reserve is fully constituted.

Reserve for own shares or own corporate units

The restricted reserve corresponds to the value of the Carmeuse Holding SA shares held within the Group.

Stock option plan

In 2015, the Group issued a new option plan covering 13 beneficiaries for a total of 1.704 options to acquire Carmeuse Holding S.A.

shares. These options will be vested over a period of four years and are subject to different vesting conditions.

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