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EXCLUSIVE TALKS FOR THE ACQUISITION OF QUADRAN21 June 2017

DISCLAIMER

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• This document presents the contemplated acquisition by Direct Energie of 100% of Quadran's share capital.• Certa in s tatements contained in this document are forward-looking statements (including objectives and trends), which address our vision of the financial condition, results of

operations, strategy, expected future business and financial performance of Direct Energie. These data do not represent forecasts within the meaning of European Regulation No. 809/2004.

• When used in this document, words such as “anticipate”, “believe”, “estimate”, “expect”, “may”, “intend”, "predict," "hope," "can," "will," "should," "is designed to," "with the intent," "potential”, “plan” and other words of similar import are intended to identify forward-looking statements. Such statements include, without limitation, projections for improvements in process and operations, revenues and operating margin growth, cash flow, performance, new products and services, current and future markets for products and services and other trend projections as well as new business opportunities.

• Although Direct Energie believes that the expectation reflected in such forward-looking statements are reasonable, such s tatements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of wh ich are outside our control.

• Please refer to the most recent Reference Document (Document de référence) filed by Direct Energie with the French Autorité des marchés financiers for additional information in relation to such factors, ri sks and uncertainties.

• Accordingly, we caution you against relying on forward-looking statements. The forward-looking s tatements abovementioned are made as of the date of this document and neither Direct Energie nor any of i ts subsidiaries undertake any obligation to update or review such forward -looking s tatements whether as a result of new information, future events or otherwise. Consequently neither Direct Energie nor any of i ts subsidiaries are l iable for any consequences that could result from the use of any of the above statements.

• The historical figures regarding the Quadran Group included in this document were provided to Direct Energie by the Quadran Group as part of the process to acquire the QuadranGroup. The estimated figures and targets regarding the Quadran Group are based on the information provided to Direct Energie by the Quadran Group, as adjusted on the basis of certa in assumptions and estimates considered reliable by Direct Energie. Figures relating to the Quadran Group provided in this document have not been audited or subject to a limited review by Direct Energie’s auditors.

• The information contained in this document (the “Information”) does not constitute an offer or invi tation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of Direct Energie. Neither this document, nor any part of it, shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. This Information is solely for your information on a confidential basis and may not be reproduced, redistributed or sent, in whole or in part, to any other person, including by email or by any other means of electronic communication. In particular, neither this Information nor any copy of i t may be taken, transmitted or distributed, directly or indirectly, in the United States, Canada, Australia or Japan. The distribution of this Information in other jurisdictions may be restricted by law and accordingly, recipients of this Information represent that they are able to receive the Information without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business. There wil l be no sale of the securities described herein in any s tate or jurisdiction in which such offer, sale or solicitation would be unlawful.

• Direct Energie securities have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), and may not be offere d or sold in the United States (or to, or for the account or benefit of, U.S. Persons) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable s tate or loca l securities laws.

• No representation or warranty, express or implied, is made as to, and no reliance should be placed upon, the fairness, accuracy, completeness or correctness of the Information or opinions and Direct Energie does not accept any responsibility or any l iability (in negligence or otherwise) whatsoever for/or make any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the Information (or whether any information has been omitted from the Information) or any other information relating to Direct Energie, its subsidiaries or associated companies, whether wri tten, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss or damages of any kind which may arise from any use of (or reliance upon) this document or i ts contents, by you or others, or otherwise in connection with the Information.

• This document is only directed at Professional Cl ients or eligible counterparties as defined or referred to in the Markets in Financial Instruments Directive 2014/65/EU (MiFID) and is not intended for distribution to or use by Retail Clients (as defined in MiFID).

Direct Energie entered in exclusive talks to acquire Quadran and to strengthen its position as the leading independent French energy player

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Transaction in line with the group’s vertical integration strategy, generating stable regulatedearnings and strong growth prospects

After carve-out of international and non-core activities, Direct Energie would acquire Quadran’sFrench activities in wind, solar, biogas and hydro power generation, representing a 363 MWportfolio as of 2016 and over 800 MW by end 2018 (gross capacities)

All cash transaction at closing for an equity value of c. €303m, potential earn out of c. €113mover 2017-19

Unanimous support from the Board of Directors of Direct Energie

Acquisition financing fully underwritten and€100m planned capital increase

Quadran’s work council will be consulted regarding the contemplated transaction, which wouldalso be subject to customary regulatory clearances

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2014 2015 2023

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A favorable French renewable market

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RTE scenarios for French renewables (in GW)

One of the best European regulatory frameworks

• France wind and solar assets benefit from a feed-in-tariff framework since the early 2000s

• France never imposed any retroactive measure on granted tariffs

• Tariffs are guaranteed for a 15/20 year period and adjusted periodically (inflation indexation in particular)

• Since 2011 for solar and 2017 for wind, tariffs are set for larger installations by tender offer processes and valid for 20 years

• Upcoming CfD scheme implementation will maintain earnings’ visibility of previous regulation

910

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2014 2015 2023

241 - 2 GW annual

additions

Wind onshore

1 - 2 GW annualadditions

Solar

Significant growth potential for French renewables

• Renewables currently account for 19.5% of domestic consumption, of which c.2/3 are covered by hydro generation with limited growth potential

• The 2015 Energy Transition Law set in particular a target to increase the proportion of renewable energy in gross final energy consumption to 23% by 2020 and to 32% by 2030

Quadran: a major French renewable energy player

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2

1

4

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A high quality French renewables platform

Strong growth prospects from development portfolio

An expert player covering the whole value chain

A highly experienced management team

Study / Development

activities

Overview of assetsTransaction perimeter

Quadran: a high quality French renewable platform

4 MW

1

c. 363 MW

Other

Wind on-shore

Energies Libres

Core businesses

France

Interna-tional

Wind onshore

Biogas

Solar

Hydro

Wind offshore

Solar

Plants / activities located in metropolitan France, French DOM-TOM

Plants / activities located abroad (Morocco, Poland, Tunisia, Seychelles, Phi l ippines, I le Maurice)

Transaction perimeter

One of the leading independent French renewable players with c. 570 MW of 2017E targeted gross installed capacity

Wind on-shore

Biogas

Hydro

Gross capacity(1)

2016 2017E

Total

12 MW

113 MW

234 MW

4MW

c. 570 MW

14 MW

190 MW

363 MW

Solar

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Note (1): figures as indicated by Quadran management, not constituting a guidance

Wind80%

Solar17%

Hydro3%

Wind66%

Solar30%

Other4%

Wind62%

Solar34%

Biogas3%

Hydro1%

Strong growth prospects from development portfolio

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Installed capacity to more than double from 2016 to 2018 with 2018E gross capacity to reach over 800 MW and EBITDA over €100m by 2019

2019 and beyond

> 2,000 MWc. 200 MW

20182017

c. 250 MW

Upcoming new capacities (all fully consolidated)

Of which 80 MW already commissioned

EBITDA

CAPEX

> €40m > €60m > €100m

c. €530m

An expert player covering the whole value chain

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Ongoing developmentAdvanced

DevelopmentFinancing GenerationConstruction

Project identification

Site studies

Relationship development with landowners and local administrations

Specific team dedicated to project finance and co-equity investors

Technical assistance

Coordination and oversight of construction companies

Daily operation

Maintenance of farms and plants

Employees c. 100c. 40 (incl.

management)c. 10 c. 60

Beyond renewable generation capacity, Quadran would bring its expertise in project development, financing, construction and O&M

A highly experienced management team

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Jean-Marc BOUCHETChairman, future Quadran non-executive VP 20 years sector experience Founder of JMB Energie (historical mother company of

Quadran)

Jérôme BILLEREYCEO More than 25 years of sector experience Within the group since 1990

Chairman and CEO

Regional directors Technical support

Jérôme SUDRESSouth Regional Director More than 20 years of sector experience Within the group since 1995

Bruno SAUBREMENTOperations Director 15 years sector experience Within the group since 2014

Laurent ALBUISSONCentre, West and Overseas Regional Director 20 years sector experience Joined Vergnet in 1997 Previously energy engineer at ADEME

Guirec DUFOURConstruction Director 10 years sector experience Within the group in 2008

Charles LHERMITTENorth-East and Poland Regional Director More than 15 years of sector experience Joined Quadran in 2010 Took part of the development of the very 1st multimegawatt

wind turbine in the East

Denis LEFEBVREProspecting and Network Director More than 30 years of sector experience Within the group since 1994

A major step in accelerating Direct Energie’s balanced growth strategy

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Direct Energie – Progressive vertical integration

Generation Innovation & Ventures

Thermal (CCGTs) Energy Services

Bayet (France) / 400 MW

Marcinelle (Belgium) / 400 MW

Energy efficiency, smart metering, remote

control…

Customers

ResidentialNon residential (incl.

local authorities)

Upstream (Generation) SupplyEnergy

services

Landivisiau (France) / 400 MW

At project stage – construction expected H1 2018

Renewables

Wind

Solar

Biomass

Hydro

Regulated

Direct Energie aiming to cover the full value chain from production to home energy services

Market trend for integration between decentralized renewable assets and customers energy needs will require both customer services and renewable technologies expertise

Merchant /Retail hedging

Energy Supply

Secured financing and solid proforma balance sheet

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Transaction structure Key financing terms & timing

• €303m acquisition price to be paid in cash at closing

• €113m earn-out mechanism, out of which up to €75m to be paid in newly issued Direct Energie shares

• Acquisition financing fully underwritten

• Planned launch of a €100m capital increase

• Following employee representatives consultation, signing expected this summer and closing before year end, subject to customary regulatory approvals

French• Wind onshore• Solar• Biogas• Hydro

International assets

Wind offshore

Energies Libres

CarveOut

100%

€303m cash payment at closing

Up to €113m cash &

equity earn-out over 2017-19