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Bim SAS

Share capital: €3,946,759

Registered office: 54 avenue Marceau, 75008 Paris,

France

Registered in Paris under number 48771928800028

Parent company financial statements

Six months ended March 31, 2019

Bim SAS

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I. Balance Sheet

A. Assets (in euros)

Gross

Depr.,

amort. &

provisions

Net

March 31, 2019

Net

Sept. 30, 2018

Intangible assets 11,000 11,000

Property and equipment 28,906 26,753 2,152 3,118

Long-term investments:

- Investments in subsidiaries and affiliates

733,516,198 14,753,749 718,762,449 677,704,989

- Other long-term investment securities 1,000,000 1,000,000 1,000,000

- Loans 24,015 24,015 474,095

Total fixed assets 734,580,120 14,791,502 719,788,617 679,182,203

Receivables:

- Trade receivables 270,810 270,810

- Other receivables 80,845,007 80,845,007 61,679,318

Cash and cash equivalents:

- Marketable securities 92,978 92,978 69,899,667

- Cash on hand and at bank 9,487,486 9,487,486 60,139,744

Prepaid expenses 13,524 13,524 8,539

Total current assets 90,709,806 90,709,806 191,727,269

Debt issuance costs 1,456,843 1,456,843 2,903,192

TOTAL ASSETS 826,746,770 14,791,502 811,955,267 873,812,665

B. Equity and Liabilities (in euros)

March 31, 2019 Sept. 30, 2018

Share capital 3,946,759 3,946,759

Share premium account 278,168,888 278,168,888

Legal reserve 394,675 394,675

Other reserves 72,265,620 91,784,426

Retained earnings

Profit for the period 2,016,410 30,481,194

Total equity 356,792,354 404,775,943

Provisions for contingencies 4,096,368 1,048,495

Provisions for charges

Total provisions 4,096,368 1,048,495

Borrowings:

- Bonds 163,896,514 292,764,666

- Bank borrowings and overdrafts 164,563,214 170,605,935

- Other borrowings 2,491,573 2,877,734

Operating payables:

- Trade payables 981,153 1,185,422

- Accrued taxes and payroll costs 416,066 482,098

Other payables:

- Amounts due to suppliers of fixed assets 2,172,106

- Miscellaneous payables 116,437,543 72,369

Deferred income 108,375

Total payables 451,066,545 467,988,226

TOTAL EQUITY AND LIABILITIES 811,955,267 873,812,665

Bim SAS

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II. Income Statement (in euros)

Six months ended March 31, 2019 Year ended

Sept. 30, 2018 France Export Total

Net revenue 603,719 603,719 1,079,000 Other income 34,525 96,001

Total operating income 638,244 1,175,001

Other purchases and external charges 4,393,047 4,276,355 Taxes other than on income 110,435 132,507 Wages and salaries 663,226 1,138,809 Payroll taxes 152,521 289,899 Other operating expenses:

Depreciation and amortization expense 1,447,314 1,176,212 Additions to provisions for impairment of fixed assets Additions to provisions for impairment of current assets Additions to provisions for contingencies and charges Miscellaneous expenses 1

Total operating expenses 6,766,545 7,013,785

Operating profit/(loss) (6,128,301) (5,838,783)

Financial income 17,810,881 17,214,597

Income from investments in subsidiaries and affiliates 10,389,806 13,066,220 Income from other long-term investment securities and long-term loans 12,314 70,549 Other interest income 6,507,995 3,519,794

Provision reversals and expense transfers 897,959

555,004

Foreign exchange gains 2 806 3,028 Net gains on sales of marketable securities Financial expenses 9,043,329 15,402,349

Amortization and provisions – financial assets 3,945,548 3,568,284

Interest expense 5,096,851 11,831,615 Foreign exchange losses 930 2,450 Net losses on sales of marketable securities

Net financial income 8,767,551 1,812,247

Profit/(loss) before non-recurring items and tax 2,639,250 (4,026,536)

Non-recurring income 2,677,683 173,924,628 From revenue transactions From capital transactions 934,257 173,924,628 Exceptional provision reversals and expense transfers 1,743,426 Non-recurring expenses 3,300,524 139,416,898 On revenue transactions On capital transactions 3,300,524 139,416,898 Exceptional additions to depreciation, amortization and provisions

Net non-recurring income/(expense) (622,840) 34,507,730

Income tax

Total income 21,126,809 192,314,227

Total expenses 19,110,399 161,833,033

Profit for the period 2,016,410 30,481,194

Bim SAS

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1. GENERAL INFORMATION ABOUT THE COMPANY, KEY FIGURES,

SIGNIFICANT EVENTS OF THE PERIOD AND SIGNIFICANT EVENTS AFTER

THE REPORTING DATE

1.1. General Information about the Company

BIM SAS's corporate purpose is to:

. Carry out any and all transactions and operations involving the purchase, sale, management, subscription or

exchange of French and/or foreign financial assets.

. Acquire ownership interests and direct or indirect stakes in any and all companies or businesses.

. Acquire, allocate, operate, sell or transfer to any company any and all types of moveable and immovable assets.

. Provide any and all administrative, financial, accounting, commercial, IT and/or management services to its direct or indirect subsidiaries.

1.2. Key Figures

- Duration of fiscal period: Six-month interim period, compared with the previous reporting period, which

corresponded to the 12-month fiscal year.

- Total assets: €811,955,267.

- Profit for the period before appropriation: €2,016,410

1.3. Significant Events of the Period

On December 5, 2018, Bim launched a buyback offer for its bonds exchangeable for Elior Group shares, redeemable

in November 2020 and representing an aggregate initial face value of c. €100 million. In view of the number of

bonds tendered to the offer, the Company decided to buy back 5,484,944 bonds for a total €123,520,939, representing

approximately 61.8% of the bonds outstanding. Consequently, the aggregate face value of the bonds outstanding

after the buyback offer amounts to €76,479,069 (corresponding to 3,396,051 bonds). The bonds were bought back at

a unit price of €22.70.

On January 10, 2019, the Company unwound by way of a cash payment a third of Collar 1, which had reached

maturity. This transaction – representing €22,642,400 and covering 1,333,333 shares – generated €5,518,133 in

financial income.

Also on January 10, 2019, Bim received €16,598,517 in funds from a three-year structured loan (“Collar 5”). A total 1,333,333 Elior Group shares have been pledged as collateral for the loan, and a collar has been taken out to hedge their value within a range of 95%-105% of a per-share reference price of €13.5314. The total financing cost came to €309,839, payable in quarterly installments.

On December 17, 2018, Bim sold all of the shares and receivables it held in the Caraux & Associés group.

Following a decision taken at its Annual General Meeting on March 13, 2019, Bim paid a special dividend of

€50 million on March 27, 2019.

1.3.1 Movements in the Company’s Ownership Interest in Elior Group

On December 4, 2018 at the presentation of its annual results, Elior Group announced that it had decided to carry

out a review of its strategic options concerning its concession catering business which could lead to the sale of that

business.

Bim SAS

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In December 2018, Bim SAS purchased 73,493 Elior Group shares, increasing its ownership interest in Elior Group

to 22.66% at March 31, 2019 from 22.62% at September 30, 2018.

At its Annual General Meeting on March 22, 2019, Elior Group’s shareholders set the dividend for the fiscal year

ended September 30, 2018 at €0.34 per share, down on the €0.42 per-share dividend for fiscal 2016-2017.

At this same meeting, Elior Group’s shareholders were given the option of receiving their dividend for fiscal 2017-

2018 either in cash or in the form of new Elior Group shares.

The share price set for the stock dividend was €11.73 (compared with €16.88 for the previous fiscal year),

corresponding to 95% of the average of the share prices quoted over the twenty trading days preceding the date of

the AGM, less the net amount of the dividend. The exercise period for the stock dividend option ran from March 9

to April 8, 2019. Bim SAS did not exercise this option and therefore received a cash dividend of €10,389,806 on April

16, 2019.

The Elior Group closing share price was €11.93 at March 29, 2019, down 10.57% on the €13.34 share price at

September 30, 2018.

1.3.2 Movements in Other Ownership Interests

HOTELS

On March 29, 2019 Bim took up €50,000 worth of shares in each of CHB Invest II and CHB Invest III as part of capital increases carried out by these two companies. Bim's subscription for these shares was paid by offsetting due and payable receivables. In October 2018, Bim SAS increased its shareholder’s loan granted to Collection Bagatel SAS by €8,991,859 in order to finance the repayment of the Hotels business’s bank borrowings.

OUTDOOR HOSPITALITY

On June 20, 2018 an agreement was signed between AMAC’s direct shareholder, Financière de Bel Air, and the

Vacalians group (since renamed Vacanceselect) to sell the AMAC group. The sale was completed on December 4,

2018. As a result of this sale, Bim SAS bought out all of the non-controlling interests in the Outdoor Hospitality

business.

2. SIGNIFICANT EVENTS AFTER THE REPORTING DATE

Having conducted exclusive talks with the private equity fund PAI since March 25, 2019, on April 24, 2019,

Elior Group announced that it had received a binding offer of €1,542 million from PAI for the acquisition of its

concession catering business, Areas.

Bim SAS

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3. BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

The financial statements of Bim SAS for the fiscal year ended March 31, 2019 have been prepared in accordance

with laws and regulations applicable in France as well as French generally accepted accounting principles,

including the principles of prudence and segregation of accounting periods. They are presented on a going concern

basis and accounting policies have been applied consistently from one period to the next.

Accounting entries are based on the historical cost method unless specified otherwise. The main accounting policies

applied by the Company are described below.

All amounts in these financial statements are in euros, unless otherwise specified.

3.1. Fixed Assets

3.1.1. Property and Equipment

Property and equipment are stated at cost, which corresponds to the purchase price of the assets plus incidental

expenses but excluding transaction costs.

Depreciation is calculated by the straight-line method over the estimated useful lives of the assets concerned.

The main depreciation rates applied are as follows:

Property and equipment Depreciation rate

Fixtures and fittings 5% to 10% per year

Furniture 20% per year

3.1.2. Long-Term Investments

Investments in subsidiaries and affiliates and other long-term investment securities

The gross value of these assets corresponds to cost excluding incidental expenses. If their fair value is lower than

their gross value a provision for impairment is recognized. Fair value corresponds to value in use for the Company,

which is determined based on Bim's equity in the underlying net assets of the companies concerned, adjusted where

applicable to take account of their growth and earnings prospects.

3.2. CONSOLIDATION

The financial statements of Bim SAS are fully consolidated in the consolidated financial statements of Sofibim SAS,

which does not issue interim consolidated financial statements.

Sofibim Simplified joint-stock corporation (société par actions simplifiée)

Share capital: €409,517,452.50 Registered office: 54 avenue Marceau, 75008 Paris, France

Registration number: 508 292 083 00021

Bim SAS

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4. NOTES TO THE BALANCE SHEET

4.1. Intangible Assets and Property and Equipment

Intangible assets Sept. 30, 2018 Increase Amortization Disposals March 31, 2019

Gross value 11,000 0 11,000

Amortization (11,000) (11,000)

Net value 0 0 0 0 0

Property and equipment Sept. 30, 2018 Increase Depreciation Disposals March 31, 2019

Gross value 28,906 28,906

Depreciation (25,788) (967) (26,755)

Net value 3,118 0 (967) 0 2,152

4.2. Long-Term Investments

Gross value Sept. 30, 2018 Increase Disposals Repayments/ Redemptions

March 31, 2019

Investments in subsidiaries and affiliates (A)

694,202,165 42,614,558 (3,300,524) 733,516,198

O/w bonds redeemable in shares (ORA)

13,874,550 21,715,308 35,589,858

Other long-term investment securities and loans (B)

1,474,096 24,344 0 (474,425) 1,024,015

- Convertible bonds 1,000,000 1,000,000

- Loans 470,533 3,891 (474,425) 0

- Accrued interest ORA 3,563 20,453 24,015

TOTAL (A+B) 695,676,260 42,638,902 (3,300,524) (474,425) 734,540,213

4.2.1. Investments in Subsidiaries and Affiliates

Gross value Sept. 30, 2018 Increase Disposals March 31, 2019

Elior Group SA 574,187,087 909,171 575,096,257

Education 29,261,749 (1) 29,261,748

Hotels 48,861,537 100,000 48,961,537

Outdoor Hospitality 23,419,899 19,419,706 42,839,605

Outdoor Hospitality – Bonds redeemable in shares (ORA)

13,874,550 21,715,308 35,589,858

Other 4,597,343 470,372 (3,300,523) 1,767,192

TOTAL 694,202,165 42,614,558 (3,300,524) 733,516,198

OWNERSHIP INTEREST IN ELIOR GROUP SA: On December 24, 27 and 28, 2018, Bim SAS purchased 73,493 Elior

Group shares for an aggregate €909,171.

HOTELS: On March 29, 2019 Bim took up €50,000 worth of shares in each of CHB Invest II and CHB Invest III as part of capital increases carried out by these two companies.

OUTDOOR HOSPITALITY: Following the sale of the AMAC group on December 4, 2018, Bim bought out the non-controlling interests in its Outdoor Hospitality business. On February 27, 2019, Bim purchased all of the shares in Montbrun Campings for €17,506,055.

Bim SAS

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OTHER INVESTMENTS

- On December 17, 2018, Bim sold its interest in the themed catering group El Rancho, generating a disposal

loss of €622,838.

- On August 3, 2016 Bim SAS took up €500 thousand worth of shares issued by the e-commerce start-up

Afrimarket. On January 5, 2018 Bim acquired 577 ordinary shares in Afrimarket by exercising 577 anti-

dilutive stock warrants representing an aggregate €577, and then on February 5, 2018 it purchased 200,000

convertible bonds for €1 per bond. On July 20, 2018 Afrimarket carried out a capital increase in which

Bim SAS took part, purchasing 22,132 shares with stock warrants attached, for an aggregate €596

thousand. On December 5, 2018, Bim SAS purchased a further 17,460 shares with stock warrants attached,

for an aggregate €470 thousand.

Provisions for impairment Sept. 30, 2018 Additions Reversals Other March 31, 2019

Education (14,753,749) (14,753,749)

Other (1,743,426) 1,743,426 0

TOTAL (16,497,175) 0 1,743,426 0 (14,753,749)

No provisions for impairment in value were recognized against Bim SAS’s investment in Elior Group at March 31, 2019 as the fair value of the Elior Group shares held – partially hedged via the floor price under collars set up by Bim – was higher at that date than their historical cost. The provisions recognized at March 31, 2019 relate to investments whose net asset values were below their net book value. This was due to a deterioration in the earnings of the entities concerned as well as in the outlook both for the entities’ businesses and their industry in general. The sale of the Caraux et Associés group led to a €1,743,426 reversal of provisions for impairment of investments in subsidiaries and affiliates. Provisions for impairment recognized against Bim’s investment in Novétude Santé amounted to €14,753,749 at March 31, 2019, unchanged from September 30, 2018.

Net value Sept. 30, 2018 Increase Disposals Additions

to/reversals of provisions

March 31, 2019

Elior Group SA 574,187,087 909,171 575,096,257

Education 14,508,000 (1) 14,507,999

Hotels 48,861,537 100,000 48,961,537

Outdoor Hospitality 23,419,899 19,419,706 42,839,605

Outdoor Hospitality – Bonds redeemable in shares (ORA)

13,874,550 21,715,308 35,589,858

Other 2,853,916 470,372 (3,300,523) 1,743,426 1,767,192

TOTAL 677,704,990 42,614,558 (3,300,524) 1,743,426 718,762,449

4.2.2. Other Long-Term Investment Securities

On December 18, 2018, Bim sold its investment in the themed catering group El Rancho and all of its shareholder

loans and advances due from El Rancho were repaid.

Since January 2015, Bim SAS has held €1 million worth of convertible bonds issued by Yako, the holding company

owned by the founders of Afrimarket.

Bim SAS

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4.3. Receivables

March 31, 2019

Due within 1 year

Due beyond 1 year

Prepaid and recoverable tax and payroll costs 284,712 284,712 0

Amounts receivable under intra-group and shareholder advances

65,473,339 65,473,339 0

Dividends receivable* 10,389,807 10,389,807 0

Fair value remeasurements – interest rate swaps 4,096,368 4,096,368 0

Other accrued income 600,781 600,781 0

Prepaid expenses 13,524 13,524 0

TOTAL 80,858,531 80,858,531 0

* The dividend paid by Elior Group was received on April 16, 2019.

4.4. Cash and Cash Equivalents and Derivative Instruments

March 31, 2019 Sept. 30, 2018

Gross value of marketable securities 92,978 69,899,951

Provisions for impairment of marketable securities

0 (284)

Cash on hand and at bank 7,192,104 57,477,939

Net premiums on collars 2,295,383 2,661,805

TOTAL 9,580,464 130,039,411

At March 31, 2019, marketable securities consisted entirely of units in money-market funds which represent little or no risk of a loss of capital and can be converted into cash in less than 12 months. Premiums on collars are derivative instruments recognized as assets and amortized in financial expenses over the life of the related financing.

4.5. Prepaid Expenses

March 31, 2019 Sept. 30, 2018

Prepaid operating expenses 13,524 8,540

TOTAL 13,524 8,540

4.6. Debt Issuance Costs

Gross value Sept. 30, 2018 Increase Expensed portion Other movements

March 31, 2019

Fees on bonds exchangeable for shares

. Gross fee 5,308,127 5,308,127

. Expensed portion (3,056,900) (1,390,293) (4,447,193)

Fees on Euro PP

. Gross fee 765,000 765,000

. Expensed portion (113,035) (56,056) (169,091)

Net fee 2,903,192 0 (1,446,349) 0 1,456,843

Bim SAS

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Debt issuance costs are amortized on a straight-line basis over the life of the debt concerned:

- Bonds exchangeable for shares: 5 years

- Euro PP 2023: 6 years

- Euro PP 2024: 7 years

Following the buyback of some of the Company’s bonds exchangeable for shares, the portion of issue fees related

to the bonds bought back was expensed in first-half 2018-2019.

Bim SAS

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5. NOTES TO THE BALANCE SHEET – EQUITY AND LIABILITIES

5.1. Equity

Sept. 30, 2018 Appropriation

of prior-period profit/(loss)

Dividends Capital increase/reduction

Profit for the period

March 31, 2019

Share capital 3,946,760 3,946,760

Issue premiums 204,454,340 204,454,340

Full asset transfer premiums

73,714,548 73,714,548

Legal reserve 394,676 394,676

Other reserves 91,784,426 (19,518,806) 72,265,620

Profit for the period 30,481,194 (30,481,194) 2,016,410 2,016,410

TOTAL 404,775,944 0 (50,000,000) 0 2,016,410 356,792,354

By way of a written deed, in accordance with Article 18 of Bim SAS’s bylaws, on March 13, 2019 the Company’s shareholders approved a dividend of €50 million. This dividend was paid on March 27, 2019.

Composition of share capital

Sept. 30, 2018 Increase Reduction March 31, 2019

Number of shares 394,675,961 394,675,961

Amount (in euros) 3,946,760 3,946,760

At March 31, 2019 the Company's share capital was made up of 394,675,961 shares with a par value of €0.01 each.

5.2. Provisions for Contingencies and Charges

Sept. 30, 2018 Additions Reversals Inter-account

transfers March 31, 2019

Caraux & Associés 600,000 (600,000) 0

Interest rate swaps 448,495 3,945,548 (297,675) 4,096,368

TOTAL 1,048,495 3,945,548 (897,675) 0 4,096,368

Bim SAS is exposed to the risk of fluctuations in interest rates on debt whose rates are indexed to the Euro Interbank

Offered Rate (“Euribor”) plus a margin. In order to manage interest rate risk, Bim SAS has set up interest rate

swaps. The rate at which Bim SAS’s debt is hedged (against the 3-month Euribor) is 0.30% for swaps in effect at

March 31, 2019 (€98.75 million) and 0.985% for the forward-start interest rate swaps beginning in 2020 (€100

million). A €450 thousand financial contingency provision was set aside in fiscal 2017-2018 for interest rate swaps.

The amount of this provision was adjusted at March 31, 2019 to reflect the fair value of the swaps at that date, which

had decreased significantly in view of the interest rate reductions expected by the market.

The provision recognized for the shareholder advance granted by Bim SAS to Caraux & Associés was reversed in

first-half 2018-2019 as the outstanding amount of the advance was repaid in full during the period.

Bim SAS

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5.3. Payables

March 31, 2019 Due within

1 year Due in

1 to 5 years Due beyond

5 years

Bank borrowings 330,951,302 95,333,524 235,617,778

Trade payables 3,153,259 981,153 2,172,106

Accrued taxes and payroll costs 416,066 416,066

Amounts payable under intra-group and shareholder advances

112,341,175 112,341,175

Fair value remeasurements – interest rate swaps

4,096,368 4,096,368

Deferred income 108,375 108,375

TOTAL 451,066,545 213,276,662 237,789,884 0

Maturity schedule of operating payables

March 31, 2019 April 30, 2019 May 31, 2019 After May 31, 2019

Operating payables 700,306 98% 2% 0%

5.4. Borrowings

Sept. 30, 2018

Increase Decrease March 31,

2019

Bond debt 292,764,667 3,212,155 (132,080,308) 163,896,514

Bank borrowings and collars 173,454,686 16,908,355 (23,338,400) 167,024,642

Swaps 28,983 308,020 (306,858) 30,145

Principal and accrued interest 466,248,336 20,428,531 (155,725,566) 330,951,301

MOVEMENTS DURING THE PERIOD

On December 5, 2018, Bim SAS launched a buyback offer for its bonds exchangeable for Elior Group shares, redeemable in November 2020 and representing an aggregate initial face value of c. €100 million. In view of the number of bonds tendered to the offer, the Company decided to buy back 5,484,944 bonds for a total €123,520,939, representing approximately 61.8% of the bonds outstanding. Consequently, the aggregate face value of the bonds outstanding after the buyback offer amounts to €76,479,069 (corresponding to 3,396,051 bonds). The bonds were bought back at a unit price of €22.70.

On January 10, 2019, the Company repaid a third of Collar 1, which had reached maturity, for €22,642,400. This transaction generated €5,518,133 in financial income.

Also on January 10, 2019, Bim SAS received €16,598,517 in funds from a three-year structured loan (“Collar 5”). A total 1,333,333 Elior Group shares have been pledged as collateral for the loan, and a collar has been taken out to hedge their value within a range of 95%-105% of a per-share reference price of €13.5314. The total financing cost came to €309,839, payable in quarterly installments.

BORROWINGS SET UP IN PRIOR PERIODS

In fiscal 2015-2016, Bim SAS carried out an issue of five-year secured bonds exchangeable for Elior Group shares.

Out of the €200 million in proceeds from this issue – which were received on November 13, 2015 – €171 million was

used in June 2014 to partially repay Bim SAS’s loan from CA-CIB. The interest rate on these bonds – which are

Bim SAS

13

redeemable at maturity – is 2.5%. The exchange option is exercisable at a reference price of €22.48851 and covers

8.89 million Elior Group SA shares.

Collar 1: On February 1, 2016, Bim SAS financed the purchase of a block of Elior Group SA shares by way of a €67.9

million structured loan set up by CA-CIB. The loan consists of a prepaid forward contract with an average term of

four years and maturities of three to five years. The underlying is Elior Group SA shares, with either physical or

cash settlement, at Bim SAS’s discretion. As collateral, Bim SAS pledged 4 million Elior Group shares, which are

hedged by a collar that keeps their value within a range of 95% to 105% of a per-share reference price of €18.60. The

total financing cost came to €2.343 million, payable in quarterly installments.

Collar 2: On April 21, 2016, Bim SAS received €34.1 million in funds from a structured loan set up in March 2016

with an average term of 4.25 years. Two million Elior Group SA shares were pledged as collateral for the loan, and

a collar was taken out to hedge their value within a range of 95%-105% of a per-share reference price of €18.98. The

total financing cost came to €1.251 million, payable in quarterly installments. On April 24, 2016 Bim SAS fully repaid

the loan granted by CA-CIB in June 2014.

Collar 3: On July 27, 2016, Bim SAS received €35.4 million in funds from a structured loan set up in June 2016, with

an average term of 4.25 years. Two million Elior Group SA shares were pledged as collateral for the loan, and a

collar was taken out to hedge their value within a range of 95%-105% of a per-share reference price of €19.68. The

total financing cost came to €1.238 million, payable in quarterly installments.

On April 7, 2017, Bim SAS entered into a prepaid forward contract with CA-CIB combined with a swap contract,

together constituting an equity swap financing arrangement amounting to €75 million. This financing was fully

repaid at end-September 2017 and the arrangement was terminated on February 8, 2018.

On September 29, 2017 Bim carried out an €85 million Euro PP that was placed with European institutional

investors. It was made up of two tranches: (i) a €70 million tranche maturing in September 2024 and paying interest

of 4.002%, and (ii) a €15 million tranche maturing in September 2023 and paying 3.716% interest. As collateral for

the Euro PP, Bim SAS pledged Elior Group shares representing an original value of €170 million (200% of the

financing) and the debt is subject to a covenant based on the LTV ratio (consolidated net debt/revalued non-current

assets). The proceeds from the placement were primarily used to repay the April 2017 drawdown made under the

equity swap financing arrangement.

Collar 4: On February 23, 2018 Bim SAS received €33 million in funds from a structured loan set up on February 15,

2018. The Company pledged 2 million Elior Group shares as collateral and took out a collar to hedge the value of

the shares within a range of 95% to 105% of a per-share reference price of €18.16. The loan has a term of five years

and three months and is repayable over the final three years. It includes a premium of €859 thousand, which is

payable on a quarterly basis throughout the financing term.

5.5. Accrued Expenses

March 31, 2019 Sept. 30, 2018

Borrowings: accrued interest 4,939,164 10,671,376

. On bonds exchangeable for shares 724,243 4,387,455

. On Euro PP 1,693,203 3,377,204

. Premiums on collars 2,491,573 2,877,734

. On swaps 30,145 28,983

Accrued trade payables 280,847 488,180

Accrued taxes and payroll costs 416,066 266,087

TOTAL 5,636,077 11,425,643

Bim SAS

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6. NOTES TO THE INCOME STATEMENT

6.1. Operating income and expenses

Operating income France Export Six months ended

March 31, 2019

Year ended

Sept. 30, 2018

Sales of services 603,719 603,719 1,079,000

Other operating income 34,525 96,002

Total operating income (1) 638,244 1,175,002

Operating expenses Six months ended

March 31, 2019

Year ended

Sept. 30, 2018

Related-party agreement 1,050,000 2,100,000

Other purchases and external charges 3,343,047 2,176,356

Taxes other than on income 110,436 132,508

Personnel costs 815,748 1,428,708

Other expenses 0 1

Depreciation, amortization and provision expense 966 2,168

Deferred charges 1,446,349 1,174,045

Total operating expenses (2) 6,766,545 7,013,786

Operating profit/(loss) (a) = (1) - (2) (6,128,301) (5,838,784)

The majority of revenue recognized by the Company derives from sales of services provided to related entities.

“Other operating income” corresponds to directors’ fees received from Elior Group.

The year-on-year increase in “Other purchases and external charges” is due to the sale of the Outdoor Hospitality

business as well as fees related to the partial buyback of the Company’s bonds exchangeable for shares.

In addition, the higher amount of deferred charges recorded in first-half 2018-2019 reflects the fact that the full

amount of the costs related to the bonds bought back by the Company was expensed during the period.

6.2. Financial Income and Expenses

Financial income Six months ended

March 31, 2019

Year ended

Sept. 30, 2018

Dividends 10,389,806 13,066,221

Income from marketable securities 989,106 2,755,811

Reversals of provisions for financial assets 897,959 555,004

Other 5,534,009 837,562

Total financial income 17,810,881 17,214,597

Financial expenses Six months ended

March 31, 2019

Year ended

Sept. 30, 2018

Additions to provisions for financial assets: 3,945,548 3,568,284

Interest expense 5,033,041 11,699,610

Losses on marketable securities 64,740 134,455

Total financial expenses 9,043,329 15,402,350

Net financial income 8,767,551 1,812,248

Bim SAS

15

At Elior Group’s Annual General Meeting on March 22, 2019, its shareholders approved a dividend payment of

€0.34 per share for fiscal 2017-2018. Bim SAS therefore received a total dividend of €10,389,806 from Elior Group on

April 16, 2019.

The contingency provision recognized in relation to the shareholder advances granted by Bim to Caraux and El

Rancho was reversed in first-half 2018-2019 following the sale of the Company’s investments in these two entities

and the repayment of the loans granted to them.

The provision reversal related to Caraux amounted to €1,743 thousand and was reclassified to non-recurring

income in order to provide a better reading of the Company's income statement.

The repayment of the first tranche of Collar 1 generated €5.5 million in financial income. Additions to provisions

for financial assets relate to interest rate swaps.

6.3. Non-Recurring Income and Expenses

Non-recurring income Six months ended March 31, 2019

Year ended Sept. 30, 2018

Disposals of investments in subsidiaries and affiliates 934,257 173,924,629

Reversals of provisions for investments in subsidiaries and affiliates 1,743,426 0

Total 2,677,683 173,924,629

Non-recurring expenses Six months ended

March 31, 2019 Year ended

Sept. 30, 2018

Net book value of divested investments in subsidiaries and affiliates 3,300,524 139,416,899

Other 0

Total 3,300,524 139,416,899

Net non-recurring income/(expense) (622,840) 34,507,730

The net non-recurring expense recorded for the six months ended March 31, 2019 mainly comprises disposal losses

on the sale of the Company’s investments in Caraux and El Rancho.

6.4. Income Tax: Analysis of Tax Charge

Bim SAS is a member of the tax group headed by Sofibim SAS (as governed by Articles 223.A et seq. of the French

Tax Code).

The Company’s profit for the six months ended March 31, 2019 is presented before income tax as the income tax

expense was calculated at the level of the consolidated financial statements based on a standard rate.

Breakdown Before tax – Six months ended

March 31, 2019

Income tax After tax – Six months ended

March 31, 2019

After tax – Year ended

Sept. 30, 2018

Profit/(loss) before non-recurring items 2,639,250 0 2,639,250 (4,026,536)

Net non-recurring income/(expense) (622,840) 0 (622,840) 34,507,730

TOTAL 2,016,410 0 2,016,410 30,481,194

Bim SAS

16

Analysis Base Amount

Tax at standard rate of 33.33%

Unrecognized deferred tax assets

Deferred charges 1,456,843 485,614

Provisions for impairment in value 14,753,749 4,917,916

Recognized for the period:

Provisions for contingencies and charges 150,820 50,273

Other - -

Tax loss carryforwards - -

7. ADDITIONAL INFORMATION

7.1. Related-Party Transactions and Balances

Six months ended

March 31, 2019

Year ended Sept. 30, 2018

Long-term investments: Gross value of investments in subsidiaries and affiliates 731,749,007 694,202,165

Long-term investments: Provisions for impairment of investments in subsidiaries and affiliates

14,753,749 16,497,175

Other long-term investments 24,015 1,474,096

Accrued trade payables 630,000 630,000

Shareholder advances and loans (including accrued interest) (46,869,355) 61,324,054

Operating expenses (1,050,000) (2,100,000)

Operating income 367,517 1,175,000

Financial expenses (68,805) (3,568,730)

Financial income: Dividends 10,389,806 13,066,221

Financial income: Interest on shareholder advances and loans 1,001,420 2,755,811

Financial income: Reversal of contingency provisions 600,000 0

Non-recurring income/(expenses): Gains/(losses) on sales of shares in subsidiaries and affiliates

(622,839) 34,507,730

7.2. Fees Paid to the Statutory Auditors

Information concerning the fees paid to the Statutory Auditors is not disclosed in these notes as it is provided in the notes to the consolidated financial statements.

7.3. Off-Balance Sheet Commitments

Commitments given

The Company's obligation for the statutory bonuses payable to employees in France on retirement (IFC) has been

calculated using the projected unit credit method in accordance with Recommendation 1.23 issued by the French

Order of Certified Public Accountants and Recommendation 2003-R.01 of the French Accounting Standards

Authority. Under this method, the present value of the obligation is determined by calculating probable future cash

Bim SAS

17

flows based on assumptions relating to salary increases, rights vested at the retirement date and the probability of

the employee still forming part of the Company on retirement. At March 31, 2019 the obligation was calculated as

€120,097, determined using a discount rate of 1.04% (representing the market interest rate on AA-rated corporate

bonds in the private sector), and assuming voluntary retirement based on a retirement age of between 60 and 67.

As collateral for financing put in place, Bim SAS has pledged a total of 24,176,882 Elior Group shares to CA-CIB

and to the security trustee for bonds exchangeable for shares and the Euro PP.

Commitments received

Following the buyout of the non-controlling interests in its Outdoor Hospitality business, Bim received a seller's

warranty in the form of a €1.123 thousand bank guarantee.

Reciprocal commitments

The Company has also set up interest rate hedges to reduce the sensitivity of its finance costs to an increase in the 3-month Euribor, breaking down as follows:

- Interest rate swaps maturing in June 2019 representing a notional amount of €98.75 million, whereby: o Bim SAS is a fixed-rate borrower at an average rate of 0.30%; and o Bim SAS is a variable-rate lender at the 3-month Euribor.

- A forward-start interest rate swap taking effect in November 2020 and expiring in November 2025 representing a notional amount of €100 million, under which:

o Bim SAS will be a fixed-rate borrower at an average rate of 0.985%; and o Bim SAS will be a variable-rate lender at the 3-month Euribor.

7.4. Employee Data (including Temporary Staff)

Employee numbers March 31, 2019 Sept. 30, 2018

Managerial employees 5 4

TOTAL 5 4

7.5. List of Subsidiaries and Affiliates

Company Share capital and share premium account

Equity excluding share

capital and share premium

account

% ownership

Gross value of shares

held

Net value of shares held

Bonds redeemable in shares (ORA),

stock warrants,

convertible bonds

Outstanding loans and

advances – Gross value

Net revenue for the last

fiscal period

Profit/ (loss) for the period before

income tax

Dividends received

Elior Group SA (1) 1,718,500,375 389,812,270 22.66% 575,096,257 575,096,257 0 15,996,850 (8,183,952) 10,389,807

Novetude Santé SAS 21,019,232 (20,544,078) 100.00% 29,261,748 14,507,999 (17,846,947) 553,206 (239,204) 0

Collection Bagatel SAS

40,736,948 1,467,247 100.00% 48,841,536 48,841,536 (47,624,079) 1,141,316 155,377 0

CHB Invest II SAS 40,000 (4,600) 100.00% 60,000 60,000 (427) 0 (2,525) 0

CHB Invest III SAS 40,000 (4,595) 100.00% 60,000 60,000 (367) 0 (2,524) 0

HBAI SAS 31,317,213 639,622 99.40% 32,291,551 32,291,551 28,631,858 0 0 (78,359) 0

Montbrun Camping 4,625,100 (59,412) 100.00% 17,506,055 17,506,055 0 (46,909)

Afrimarket (2) 10,644,367 (4,812,713) 3.91% 1,566,615 1,566,615 200,577 0 857,697 (1,643,754) 0

TOTAL 704,683,762 689,930,013 28,832,435 (65,471,820)

All of the data presented covers the six months ended March 31, 2019 except for: (1) Elior Group SA, which corresponds to the twelve months ended September 30, 2018. (2) Afrimarket, which corresponds to the twelve months ended December 31, 2017.