1. Preparatory stage:

• Preparation of the bid by the bidder (study, due diligence, financing and draft offer document).
• The bidder approaches the target and/or its key shareholders.
• Negotiations with the target and/or its key shareholders.
• Signing of an exclusivity agreement with the target and commitment to tender by some key shareholders.
• Announcement of the transaction.

2. Target company's works council:

• Consultation of the target company's works council (which has no veto right)

3. Launching of the bid:

• Signature of the combination agreement by the bidder and the target company.
• Appointment of the ad hoc committee (composed of a majority of independent directors) within the board of directors of the target.
• Appointment of the independent expert (if necessary) by the board of directors of the target.
• The bidder files the preliminary offer document with the AMF (this filing is often simultaneous with the filing of the preliminary response document by the target).

4. Responses from the target company:

• The board of the target company issues its opinion on the bid.
• The target company files the preliminary response document with the AMF (containing the opinions of the works council and the board).

5. Review by the AMF:

• The AMF reviews and approves the offer document of the bidder.
• The AMF reviews and approves the response document of the target company.

6. Within two trading days of the approval of the bid by the AMF, publication of the final documents (offer document and response document) and filing of the information documents regarding the bidder and the target company.

7. Launch of the acceptance period:

• Start: the next trading day after step 5 above.
• Duration: 25 trading days for the normal procedure.

8. Publication of results (within nine business days of the end of the acceptance period).

9. Payment of the offered consideration by the bidder (typically three to five business days after publication of the result).

10. Re-opening of bid if the bid was successful, i.e., if the minimum level threshold was reached:

• Start: within 10 business days following publication of results.
• Duration: not less than 10 business days. There may be no re-opening of the bid if the bidder has reached the 90% threshold (both in shares and voting rights) and launches a squeeze-out procedure.

12. Payment of the offered consideration by the bidder (typically three to five business days after publication of the result of the re-opened offer).

13. Squeeze-out: (if the bidder acquired at least 90% of the share capital and voting rights of the target company as a result of either the acceptance period or the re-opened acceptance period, at any time within the next three-month period, the bidder may enforce a squeeze-out of the minority shareholders by notifying the AMF accordingly and making the appropriate disclosure under the conditions set forth in 7.1 below). The squeeze-out is typically completed within a few business days from the AMF notification.