Update on restructuring process

15 October 2018

2

Introduction

o Following its September 24th announcement, IKKS Group (the “Group”) has continued its discussions with its main stakeholders, including:

o The Group main shareholders, including LBO France, the Group’s majority shareholder, indirectly owning c. 61% of the Group’s share capital and Roger Zannier, owning c. 29% of the Group’s share capital

o A group of holders (the “Ad Hoc Group” or “AHG”) of the outstanding 6.75% Senior Secured Notes due 2021 issued by HOLDIKKS (the “SSNs”) representing approximately 42% of the aggregate principal amount of the total issued SSNs

o The Group’s Revolving Credit Facility lenders, bilateral facilities and Letter of Credit providers

o These discussions have been held on the basis of a new Management business plan, which is presented in this document, and have focused on the terms of a restructuring plan that would allow holders of the SSNs to take control of the Group (the “Transaction”)

o The AHG has provided the Group with a proposal outlining its views on the capital structure post Transaction. This proposal has been discussed and negotiated between the Group and the AHG resulting in terms (the “Transaction key terms”) that are being finalized and are summarized on slides 18 and 19

• The Transaction key terms include a € 70m new money component, with proceeds aimed at refinancing the Group’s existing €33m revolving credit facility, repaying some of the bilateral facilities and overdrafts, and improving the overall liquidity of the Group

• The Transaction key terms, notably thanks to the substantial conversion of SSNs into quasi-equity PIK instruments and subsequent deleveraging, allow the financing and the execution of the new business plan

• The take-back paper will be allocated depending upon the participation to the new money, which will be opened to all SSNs holders (see slides 18 and 19)

o Positions of the shareholders (LBO France, Silverfern and Roger Zannier) and the Ad Hoc Group have converged on the terms pursuant to which existing shareholders would cede control of the Group to the SSNs holders

• These key terms are summarized on slides 20 and 21

Although the shareholders agree to the terms of the earn-out summarized on slides 20 and 21, discussions are continuing between them, notably LBO France and Roger Zannier, on the sharing of this earn-out

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AGENDA

1. Business plan overview

2. Summary of the latest financial terms discussed with the main stakeholders

4

I. Business plan overview

5

Business Plan

I. 2018 Reforecast key figures

II. Business plan – Key considerations

III. Strategic priorities of the Group

IV. Forecasts key assumptions at 2021 horizon

V. Business mix evolution by 2021

VI. Selected financial targets at 2021 horizon

VII. Appendix - Restricted information

6

2018 Reforecast key figures

YTD Group Revenues

○ Increase of +1.7% in August Ytd explained by:

• A positive Retail channel driven by LFL of +1.6%

• A decrease in Wholesale explained by a lower SS/FW18 order intake

• A better performance on Outlet channel due to (i) a successful online outlet sales, (ii) a longer period of operation for the outlet network (which was operated during 8 months vs. 4 to 5 months in 2017)

○ 2018 RF net sales added up to 350.5m€ representing a growth of +1.4% driven by :

• Positive LFL assumptions for the YTG to reach a FY LFL of +2.6%

• A Wholesale channel in line with performance in late August

• An Outlet channel YTG impacted by lower LFL assumptions in particular on FW season

m€ 2017 FY 2018 RF % Var.

RETAIL 261.5 269.3 +3 %

WHOLESALE 37.4 32.2 -14 %

CORNERS 20.5 21.6 +5.6 %

TOTAL 1st Life 319.4 323.2 +1.2%

Outlet & Disc. 26.1 27.3 +4.7%

TOTAL 345.5 350.5 +1.4%

m€ Aug 2017 Aug 2018 % Var.

RETAIL 166.2 169.3 +1.9%

WHOLESALE 29.4 24.7 -16.2%

CORNERS 13.1 13.4 +2%

TOTAL 1st Life 208.7 207.3 -0.7%

Outlet & Disc. 12.2 17.3 +41.6%

TOTAL 221.0 224.6 +1.7%

RF 2018 Group Revenues

7

2018 Reforecast key figures

○ Decrease of -6.4m€ due to:

a) Updated LFL between March & September and SS18 wholesale lower invoicing (-3.5m€)

b) Updated LFL (March - September) and cautious reforecast for last quarter (-1.4m€).

c) Updated marketing expenses (-0.8m€) with a specific budget for IKKS China launch (-0,4m€)

d) Headquarter expenses (-0.4m€)

e) Other: mainly fees (-0.3m€)

2018 P&L Reforecast

€m2017 FY 2018 Initial

Case

2018 RF

Net sales 345.5 362.6 350.5

Gross margin 233.7 242.2 237.1

Variable costs (42.8) (44.6) (44.1)

Fixed costs (150.2) (155.9) (157.6)

Ebitda 40.7 41.7 35.4

Ebitda margin 11.8% 11.5% 10.1%

(*) EBITDA calculated as per existing SSNs documentation

*

*

8

Business plan – Key considerations

A leading fashion player in Europe with revenues around 350m€

A unique and distinctive brand, with a strong presence in the premium segment

A multi-brand (IKKS, One Step, I.Code), multi-segment (Junior, Women, Men) and multi-distribution channels (642 stores, 23 outlets, 227 corners, wholesale and e-shop) Group.

A flexible business model based on a combination of owned stores (308 PoS) and affiliates (334 PoS), cumulated with a strong digital presence

Core market located in France (80% of total revenues) but with (i) a solid presence in Benelux, Spain and (ii) a promising project in China for further international development

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IKKS Business model

9

Business plan – Key considerations

A tough French fashion market in particular for Junior segment in 2018.

A new executive board completed at the end of 2017 and a top management team focused on LFL recovery and financial restructuring project since beginning of 2018

An increased visibility of the brand DNA in order to boost attractiveness

A retail LFL of +1,5% attained by seducing new clients and increasing customers loyalty through a consistent brand strategy

A continued growth on Digital channels

A defensive strategy on Wholesale channel to minimize the impact of market share losses

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A transition period with

A Business plan driven by

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Strategic priorities of the Group

OFFER & MARKETING

DIGITAL & COMMUNICATION

COMMERCIAL ACTIVITY FRANCE

COMMERCIAL ACTIVITY

INTERNATIONAL

SOURCING, PROCUREMENT &

LOGISTICS

STRUCTURE & IT

• Create a global and general offer management for IKKS segments in order to generate synergies and brand visibility • Expand to all segments IKKS Women initiatives : (i) analytical steering of the offer and (ii) increased supply chain flexibility • Increase brand appetite through a reinforced visibility of the IKKS’ DNA

• Revamp the website to make it more attractive to customers and more representative of the brand’s values • Improve online platform to increase KPIs • Grow digital presence in new geographies • Develop new pure players and intensify the marketing /communication effort through a dedicated “Digital” media strategy

• Improve LFL through recruitment, training and key stores focusing • Close non profitable stores in France to speed up the turnaround before 2019 year end • Open 5 flag ship stores in Paris from 2019 year end to support the internationalization of IKKS • Finalize shop concepts’ evolution to target a deployment by end 2019 • Take advantage of the development of the 2nd life segment to optimize the Group’s margin and sales flow • Set up a key account strategy in order to reduce wholesale channel decrease

• Close non profitable stores in Benelux/Spain/Germany to speed up the turnaround before end of 2019 • Concentrate on German business on all channels to turn this area into a profitable activity • Capitalize on Middle East growth potential • Develop presence in China through a strategic partnership with a local player

• Develop Asian sourcing mix through our local platform • Reduce time of remanufacturing to increase responsiveness • Build faster and more efficient logistics helped by the consolidation in one single warehouse by 2020

• Deploy Information Systems projects for operational management: new cash register software, in-store planning tool… • Optimize the organization for short decision-making and monitoring of headquarter expenses growth • Strengthen the Group’s HR policy (talent development, uniformization of formations/best-practices across all countries…)

11

Forecasts key assumptions at 2021 horizon

Retail

○ LFL growth: offer/ collection evolution and marketing

○ Streamlining of 43 points of sales representing minus 10m€ of net sales

○ Network evolution of +5 own stores in Paris & +25 PoS as affiliates

LFL retail1: +1.5% 2018-21 CAGR

6,5m€ Capex forecasted for Paris flagships openings in 2019 and 2020

Wholesale France / International

(excl. China / Germany)

○ Decreasing activity in historical countries balanced by an increase in other areas (Middle East, ….)

○ New Account strategy (strengthening key accounts) for the wholesale in France/Belgium/Spain to compensate the structural wholesale decline.

-5% 2018-21 revenues CAGR

Digital

○ Innovating digital inputs for IKKS E-shop

○ Development of partnerships with Pure Players (French & international accounts)

Eshops : +13.3% 2018-21 revenues CAGR

Pure Players : +8,4% 2018-21 revenues CAGR

Corners ○ Increase turnover through a LFL growth in line with other retail channels

and a limited number of new points of sale +1.5% 2018-21 revenues CAGR

Note: 1 Like for like perimeter is based on 2018 forecast for all the business plan period

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Forecasts key assumptions at 2021 horizon

Logistics & Sourcing

○ Benefit from better logistics thanks to the renegotiated contract with the supplier Logtex (construction of a new warehouse in 2020 for IKKS only)

○ Optimize the sourcing mix contract processing vs trade and diversify the sourcing in Asia

○ Reduce the lead-time of re-manufacturing to boost reactivity and reduce inventories

Sourcing : +2.5m€ at 2021 horizon

Logistics: cost improvement of 2.1m€ expected at 2021 horizon

China & Germany

○ Chinese JV: 1.6m€ upfront investment over 2018-2019, with first openings launched in Sept 2018 and the ambition to implement 40 PoS by 2021 year end

○ Develop a multi-channel project in Germany to make it a profitable geography for the Group

IKKS China JV : +11m€ net sales

(IKKS part) 2

Germany LFL 2018-21 CAGR +24%.

Headquarters expenses

○ Strict Expenses monitoring in particular for staff costs. Some shift in organization would increase productivity

○ To support IKKS ambition, increased costs on marketing and IT

+3m€ (steady network) between 2018-21 driven by marketing

+1.4m€ and IT +1.3m€

Outlet & Discounters

○ Network consolidation

○ Optimize the business model for a strong LFL momentum

○ Specific action plan to sell older seasons to discounters

+10.5% 2018-21 revenues CAGR

EBITDA1 +1.5m€ between 2019 – 2021

Notes: 1 EBITDA as per existing SSNs documentation 2 Chinese JV (IKKS part) revenues assumptions: €0.4m in FY18, €3.4m in FY19, €7.4m in FY20, €11.1m in FY21

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Business mix evolution by 2021

2017R 2018RF 2021BP

Revenues: 346m€ Revenues: 394m€ Revenues: 351m€

Breakdown of sales by channel (2017)

Retail

Digital & Eshops

Wholesale

Corners

68.0%

2nde life

8.7%

9.8%

5.9%

7.6%

Breakdown of sales by channel (2018)

Breakdown of sales by channel (2021)

Retail Digital & Eshops

Wholesale

China 2.8%

2nde Life

5.7%

Corners

64.0% 12.1%

6.1%

9.4%

Note: 1 Digital revenues (e-shop + pure player) revenues assumptions: €33.2m in FY18, €47.6m in FY21

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Selected financial targets at 2021 horizon Assumptions

• 1.5% LFL CAGR over 2018-2021 • 12.7% Digital/Eshops CAGR over 2018-2021

• Ambition to reach around 15% EBITDA* rate back to 2016 profitability.

• Continuous EBITDA* increase from 2018 to 2021

• No significant changes on fixed cost linked to the store rationalization and thanks to a cost control compensated by expenses increase in Marketing & IT

EBITDA and EBITDA margin

€m2017 FY 2018 RF 2019 BP 2020 BP 2021 BP CAGR

21/18

Net sales 345.5 350.5 357.2 374.3 394.2 4.0%

Gross margin 233.7 237.1 237.1 250.2 262.8 3.5%

Variable costs (42.8) (44.1) (43.4) (44.6) (46.4) 1.7%

Fixed costs (150.2) (157.6) (153.0) (156.4) (158.6) 0.2%

Ebitda 40.7 35.4 40.7 49.2 57.8 17.8%

Ebitda margin 11.8% 10.1% 11.4% 13.1% 14.7%

(*) EBITDA calculated as per existing SSNs documentation

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CASH FLOW ANALYSIS

• Improvement of 4.4m€ in working capital driven by lower inventories and higher trade payables (improvement in suppliers payments terms)

• A Capex level in 2019 & 2020 in line with FY 2017 explained by IT Capex and new openings of flag ship stores in Paris (requiring a higher Capex)

Cumulated Net cash flow of 92.5m€ by 2021

Notes: 1 Assuming a consensual transaction between all parties, closing on 31-Jan-2019, and based on the financial structure proposed by the AHG as described in slides 19 and 20 2 Including €7.4m transaction fees 3 Assumes that the group continues to benefit from its tax losses carry-forward (estimated at €60m as at 31 December 2018) 4 EBITDA calculated as per existing SSNs documentation

In m€ FY19 FY20 FY21

Capex (22.0) (23.5) (18.4)

o.w Op. capex (16.2) (17.7) (12.6)

ow maint. / refurb. (3.1) (3.1) (3.1)

o.w development (7.3) (8.1) (5.7)

o.w IT (5.4) (5.4) (2.7)

o.w other (0.4) (1.1) (1.1)

o.w Creation Cost (5.8) (5.8) (5.8)

In m€ Dec-18 FY19BP FY20BP FY21BP

Cumul

19-21

Ebitda 40.7 49.2 57.8 147.6

Change in Working Capital 1.6 2.5 0.3 4.4

Income Tax (finalization in progress) (1.0) (1.0) (1.0) (3.0)

Cash flow opérationnel 41.3 50.7 57.0 149.0

Capex (22.0) (23.5) (18.4) (64.0)

Free cash flow opérationnel 19.2 27.2 38.6 85.0

New financing1 67.2 - - 67.2

Financial items¹ (8.6) (14.5) (14.5) (37.6)

Exceptionnal items2 (8.9) (1.6) (1.5) (12.0)

Non operating flow 49.7 (16.2) (16.0) 17.6

Cash Sweep - (4.6) (5.5) (10.1)

Net cash flow 68.9 6.4 17.2 92.5

Cash end of period before financing 2.0 70.9 77.4 94.5 94.5

Other Financing structure (RCF,CICE, LBO, Factoring) 37.3 (3.0) 1.7 1.7 1.7

Bank overdrafts 5.3 1.0 1.0 1.0 1.0

Cash in hand (7.3) (7.3) (7.3) (7.3) (7.3)

Cash 37.2 61.6 72.7 90.0 90.0

(7.4)

(39.9)

(64.0)(3.0)

(37.6) (4.6)(10.1)

37.2

67.2

57.1

147.6 4.4

0.1 90.0

Cash as at31/12/2018

Newmoney

Transactionfees

RCF & otherfacilities

repayment

Cash postrestructuring

EBITDA Workingcapital

CAPEX Income tax Interest &other fin.

paids

Exceptionalitems

Cashsweep

Other Cash as at31/12/2021

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Additional materials regarding possible tax issues

o The cash flow forecasts presented previously assume the implementation of the transaction will allow the existing corporate structure to remain in place, maintaining the tax and VAT integration at the ultimate holding company level (IKKS Invest)

o If the implementation of the envisaged transaction cannot allow the existing corporate structure to remain in place, and results in a separation of IKKS Invest from the rest of the group, the following consequences could arise:

• Possible loss of the existing tax losses carry-forward (estimated at €60m as of 31 December 2018 if the separation occurs in 2019)

• Possible risk that the advance payments on corporate income tax made by the various IKKS group companies to IKKS Invest during the year would need to be paid again directly to the tax authorities. The advance payments on corporate income tax made in 2018 as of today amount to € 2.4m, and would increase to € 3.1m by 2018 year-end

• Possible risk that some of the IKKS group companies would loose the VAT claim they have against the tax authorities as they would have passed through this claim to IKKS Invest. The monthly evolution of the VAT debts / claims over the past 18 months is described below:

Consolidated TVA debit / (credit) position at IKKS Invest level Aggregate position of entities with VAT credit or debit positions

(1.0)

-

1.0

2.0

3.0

4.0

5.0

6.0

Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.

VAT debit / (credit) position - 2017 VAT debit / (credit) position - 2018

(15.0)

(10.0)

(5.0)

-

5.0

10.0

15.0

Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.

Entities with a credit position - 2017 Entities with a debit position - 2017

Entities with a credit position - 2018 Entities with a debit position - 2018

€m €m

17

II. Summary of the latest financial terms discussed with the main stakeholders

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Summary of the latest terms discussed (1/4)

o New Money component, as discussed and negotiated between the Group and the AHG 1

New money notes key terms

Issuer HOLDIKKS / IKKS GROUP *

Quantum € 70m

Ranking and security package Super senior ranking ahead of the reinstated notes; same security package as the reinstated notes plus

(i) a pledge over all IP rights of the issuer, and

(ii) pledges over the shares of all subsidiaries, intra group receivables and bank accounts

Maturity 4.5 years

Early redemption Non call 1.5 years

Amortization None, bullet facility

Cash sweep Annual excess cash flow clause, with percentage of excess cash flow (after a franchise of EUR 5 million) applied in prepayment of the New money notes depending on total net leverage “L”

– 75% of excess cash flow to be applied in prepayment if L> 4x, 50% if 4x>=L>3x, 25% if 3x>=L>2x, 0% if L>=2x

Interests Euribor (0% floor), plus the following margin:

– Year 1: 4% cash + 8% pay-if-you-can

– Year 2: 5% cash + 7% pay-if-you-can

– Year 3 to maturity date: 6% cash + 6% pay-if-you-can

Fees on new money 1% subscription fee to all subscribers

3% structuring fee to the AHG

Allocation of new money Backstopped by the AHG

Each noteholder consenting to the transaction will be entitled to participate in the proportion that the relevant noteholder’s notes bear to all notes

Financial covenants Financial covenants to include: Minimum liquidity, Minimum EBITDA**, Capital expenditure, Super senior gross leverage, Total net leverage

– Leverage-based and EBITDA**-based covenants to include a 30% headroom on EBITDA

(*) issued by HOLDIKKS then exchanged with IKKS GROUP New Money Notes (**) EBITDA calculated as per existing SSNs documentation

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Summary of the latest terms discussed (2/4)

Existing SSNs treatment

Reinstated notes

Issuer HOLDIKKS

Quantum € 140m

Beneficiaries Noteholders who have subscribed to the New Money notes (2€ of Reinstated Notes for 1€ of New Money Notes)

Ranking and security package Senior secured ranking behind the new money notes and ahead of the non-reinstated notes instruments; same security package as security package of the existing notes

Maturity 5 years

Amortization None, bullet facility

Cash sweep None

Interests Annual cash coupon: 6.75%

Annual PIK coupon: 1.25%

Covenants Same covenants as the new money notes except for the super senior leverage covenant

Notes not reinstated

Quantum of notes non-reinstated € 201,6m (corresponding to the portion of the existing SSNs not reinstated, plus the unpaid July 2018 and January 2019 coupons – shall be increased by the amount of accrued and unpaid default interest as at the closing date)

Treatment Converted into preferred equity instruments at IKKS Invest level redeemable upon an exit and depending upon exit proceeds

Interests 14% annual PIK coupon

Beneficiaries Noteholders who hold non-reinstated notes

o Existing notes treatment, as discussed and negotiated between the Group and the AHG

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Summary of the latest terms discussed (3/4)

Key terms

Consideration for existing equity and quasi-equity instruments and vendor loans

All equity instruments of existing shareholders* to be sold at a price of 1 euro plus an earn out entitling existing shareholders to a non-transferrable financial claim to a portion of the exit proceeds, as described in slide 21 below and to certain other ancillary non-financial rights, such as customary information rights)

The right to earn out may terminate in the event of the occurrence of another major debt restructuring**

Other key considerations Existing shareholders may not:

(i) oppose any amendment or variation to the terms of the New Money Notes, the Reinstated Notes, the H3 Level Instruments or the H4 Level Instruments (noting that none of these changes may decrease, or otherwise affect, the financial entitlements of the existing shareholders under the waterfall rights set out below), or

(ii) oppose any further injection of new money or participate in any new money injection (in the form of debt or equity), noting that new money injection will have the same dilutive effect on all parties, or

(iii) be consulted on give any consent in respect of any exit process.

o Waterfall upon exit (disposal of the Group)

Terms agreed between the existing shareholders and the Ad Hoc Group are summarized below (1/2) 3

(*) Including all equity and quasi equity instruments (other than those held by management) and vendor loan. Monitoring fees for 2017 and 2018 (€1.5m plus VAT) to be paid in cash on completion (**) (i) Opening of any proceeding provided for in Book VI Companies’ difficulties of the French Commercial Code except for amicable proceeding, or (ii) (A) implementation of a new debt restructuring of the Group, and (B) injection of new money made to address a cash need of the Group, in each case (A) and (B) in excess of €10m

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Summary of the latest terms discussed (4/4)

Waterfall upon exit (1)

Level 1 New money: €70m + capitalized interests

Level 2 Reinstated notes: €140m + capitalized interests

Level 3

HY Level 3 Instruments defined as the preferred equity amounting to the then-current value of the non-reinstated SSNs

(2)

Level 3 instruments to capitalize at an annual 14% PIK rate

Level 3 exit proceeds waterfall:

Level 3 recovery thresholds

SSNs holders having converted

Existing shareholders

(3)

Ranging between €0m and €150m

90% (i.e. max of €135m)

10% (i.e. max of €15m)

Ranging between €150m and until the HY Level 3 instrument holders recover the full amount due under the HY Level 3 Instruments

(4)

85% 15%

Anti-Embarrassment In the event of an exit occurring within 12 months after the restructuring date for a consideration resulting in the Level 3 exit proceeds being in excess of EUR 150,000,000, the Sellers

(5) Level 3

rights will automatically be increased to 25% (and the rights attached to HY Level 3 Instruments decreased to 75%) from the first euro of Level 3 exit proceeds

Level 4 Existing shareholders(3)

to receive to 25% of Level 4 proceeds

o Waterfall upon exit (disposal of the Group)

Terms agreed between the existing shareholders and the Ad Hoc Group are summarized below (2/2) 3

(1) Waterfall subject to MIP (Management Incentive Package, to be agreed) dilution (2) EUR 180,000,000 plus accrued and unpaid interest due on the SSNs (including any default interest accrued on the unpaid coupons) on the relevant restructuring date (e.g., a total amount of EUR 202,100,000 if the restructuring date occurs on 31 January 2019) less the amount of the HY Level 4 Instruments (which shall be a nominal amount) (3) Including all equity instruments (other than management) and vendor loan (4) Corresponding to the then-current value of the non-reinstated SSNs, cf. note (2) (5) Sellers are existing shareholders (other than Management)

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Disclaimer

This presentation (the “Presentation”) does not constitute or form part of, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for, underwrite or otherwise acquire, any securities of HOLDIKKS S.A.S. (“Company”), Financière IKKS S.A.S. (“Parent”) or any of their subsidiaries (collectively, the “Group”) or any affiliate thereof, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any of their securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. No securities of the Group have been, or will be, registered under the United States Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. This Presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation and persons into whose possession this Presentation comes must inform themselves about, and observe, any such restrictions. The material in this Presentation has been prepared by the Company and is general background information about the Group’s activities current as at the date of this Presentation. This information is given in summary form and does not purport to be complete. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. 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